The Emptiness
by Faybird
Summary: Sequel to Kapita en Tempo. Clockwork and Nocturne are back in the Ghost Zone with their masters. But what happens when an ancient evil is released, one with a personal score to settle with Clockwork's master Clockwise. And whats worse, the Observants are blaming Clockwork for his release! Rated M for later chapters. Slash warning. oc/oc
1. Chapter 1

Well here it is the first chapter of my sequel to my story Kapita en Tempo. Sorry it took me so long to get the first chapter. I was still working out the plot a bit. I'm hoping to kinda focus more on Clockwork and Nocturne forming their powers more. I'll also be concentrating on Dusk and Clockwise too. For those who are unfamiliar with who Clockwise and Dusk are see either my first story Kapita en Tempo or go to . I did not create Clockwise or Dusk I am simply borrowing them from xwocketx who was kind enough to loan them to me.

PRE WARNING: there will be some Clockwise/Dusk slash in this story it's not going to be the entire focus of the story but it WILL BE THERE. You have been warned.

Clockwork, Nocturne and the Observants belong to Butch Hartman

Clockwise and Dusk belong to xwocketx

Deep within the Ghost Zone, it the land of time stood a tower. Inside one of the rooms of the tower a young boy stood perfectly still.

He was ten years old with short silver hair that stood out against his blue skin. Along his left eye was a jagged black scar. He was dressed in different shades of purple from his cape to his boots and all over his body was decorated with watches and hourglasses. Through and opening in his shirt a glass case showed to be imbedded into the boy's chest. Inside the case was a clock and pendulum that ticked steadily in time with the boy's breath.

He took a deep breath and nervously ran his tongue along his teeth, noting with a little satisfaction that he was finally growing into his buck teeth that had plagued him for so long. He then looked up and met the gaze of the only other person in the room.

The man who looked back at him could easily pass as his father, and in some sense he was since he had created the boy. Like his young apprentice he was dressed all in purple with a matching cape held up by a silver gear. His own silver hair was much longer and combed back neatly. He also had a similar scar on his face though his looked more like an arrow. The clock in his own chest ticked in time with the boy who watched him carefully. In one hand he held a silver staff with several clocks on the end of it; in the other he held several silver balls.

"Are you ready Clockwork?" Clockwise the master of time asked.

The boy, Clockwork nodded his head.

In one swift motion Clockwise threw all of the silver balls high in the air. They began to fall in all directions. The boy lifted his arm and cried "TIME OUT!"

All the balls in the room froze. A few of them only inches from the ground. Clockwork breathed steadily as he tried to hold them in place. Clockwise walked about the room examining the balls and Clockwork's stance.

"Very good," the time keeper said, "now let's see how long you can hold it."

Clockwork held the spell for several minutes but soon his arms began to shake. The balls in the room quivered in mid air.

"Easy," Clockwise said, "Hold it just a little bit longer."

Clockwork tried to hold his stance but lost control of one of the balls above him. It landed on his head, breaking his concentration. He covered his head as the rest of the metal balls rained down on top of him.

"Darn it!" He said collapsing onto the floor breathing heavily.

"That was very good. You held it longer this time." Clockwork said

"But I still lost control." Clockwork pouted. "When you do it, it stays frozen till you time in and you don't have to hold your position."

"This is a very difficult move to master," Clockwise explained, "You are not freezing the balls but stopping time in the area that they cover. It takes a great deal of concentration and years of practice before you can master it but eventually it will become second nature to you and you'll be able to stop entire points in time."

"I wish it was second nature now." Clockwork said glumly placing his chin in his hands.

"You mustn't be so hard on yourself," Clockwise said encouragingly, "You really have improved. Remember a few weeks ago you could only hold one of the balls in the air for a few seconds."

"Yeah I know."

Clockwise smiled at his apprentice. He then looked at one of the clocks on his staff. "Well I think that's enough training for now. Why don't we call it a day?"

"Awesome," Clockwork said jumping up. He began to fly to the door. "I'm going to go meet Nocturne."

"Clockwork wait, I have something for you." Clockwise called.

The boy froze at the door and turned around. Clockwise pulled out a silver medallion from the inside of his cloak. It was silver and shaped like a gear. In the middle were the symbols CW.

"I want you to wear this whenever you leave the tower."

Clockwise held the amulet up to Clockwork who cooked his eyebrow at him.

"Are you serious?" He asked.

"Humor me." Clockwise said sternly.

"I thought you said I was getting more responsible and you could trust me more?" Clockwork protested.

"This is not a lack of trust or a new way to spy on you," Clockwise began, "This is merely for protection and to let me find you in an emergency. You'll still be able to hide me from your sight if you want to."

"If I can hide from your sight still then how is it supposed to help you find me?" Clockwork asked doubtful.

"It's a special medallion. It offers you protection and if you need it to call for help." Clockwise explained.

"How do I do that?"

"If you're ever in danger just prick your finger and let a small drop of ectoplasm fall on the medallion, it will send a signal to the one on my cloak and I will be able teleport to your location."

"I have to bleed on it? Doesn't that sound a bit gross?" Clockwork asked scrunching up his face.

"Well I'll admit it's a bit macabre but using ectoplasm will provide the strongest link for me to find you." He placed the medallion in Clockworks hand.

The boy looked from the medallion to his master's face. He then sighed and placed it around his neck. Clockwise placed a hand on his apprentice's shoulder.

"You know I am only doing this because I care and I don't want to lose you again. You found out the hard way that even we can get caught off guard."

Clockwork smiled back up to his master. "I know."

He then looked at his watch. "I'd better go, Nocturne is expecting me."

Clockwise chuckled. "Yes, it would be bad for a timekeeper to be late now wouldn't it?" He said ruffling Clockwork's hair affectionately. "I have a meeting with the Observants later. After that I will be working late on the time stream. I expect you to do you evening duties when you get back."

"Yes Master," Clockwork said, fixing his hair. "I'll see you later." He flew off to join the dream ghost.

Clockwise watched him go with a smile. He then fixed his cloak and prepared himself to meet with the Observants. He frowned a bit as he thought of the nature of the visit. Once again he walked up to his time monitor and looked into it. The period of time was still missing. It had been several months since Clockwise had noticed the empty space in time but he was still no closer to finding the cause than he had been when he had first noticed it. The Observants were angry with the lack of progress and had been hounding him for results but Clockwise had none to give.

He did have a hunch. Clockwise shook his head. But that was impossible, there was no way. He began walking away from the monitor. The time keeper only got a few steps before turning back to look at the portal. Clockwise sighed tiredly and teleported away. Still it wouldn't hurt to mention the theory to the Observants, could it?

"This is unacceptable Clockwise!" The Observant bellowed from behind his desk. They sat in one of the many offices located in the Observatory. Clockwise took the opposite seat at the desk. He could not help feeling like a student being lectured in the principal's office as the Observant in front of him continued his rant.

"It has been months since you reported the missing section of the time stream and yet you come to us with nothing but a ridiculous theory!"

"I understand your concern Observant Kai. But I believe it is more that a theory. Only one being has ever caused an entire section of time to become empty like that. We should at least send someone to check the bonds…"

"Those bonds have held for several millennia and they will hold for several more if need be!" Observant Kai interrupted. "I suggest you find some real evidence, rather than coming up with impossible presumptions!"

"I'll do what I can." Clockwork said quietly.

"See that you do. This would never had happened f you had not been on that ridiculous quest to find your apprentice and neglected your duties!" The Cyclopes added.

Clockwise opened his mouth to defend himself when a guard burst in the room.

"Lord Kai," the guard said hurriedly. "That creature has broken in again. It has left the grand library in ruins!"

"WHAT!" The Observant cried out, slamming his hands on the desk. "Find him you idiot! That nuisance has been plaguing us long enough!"

The guard bowed and left the room. Observant Kai collapsed in his chair and began messaging the sides of his eyeball.

"What was that about?" Clockwise asked.

"The past few weeks we've been pestered by this annoyance. He's been terrorizing the guards, destroying property, stealing food and interrupting meetings. And these buffoon guards have yet to capture him."

"Has it really been that bad?"

"He makes your apprentice and his pranks look mild by comparison."

"Clockwork really has gotten better. His experience in the human world has made him more responsible." Clockwise defended.

"He is still too rebellious. You really should enforce more control over him Clockwise. Instead of letting him fly about the ghost zone wasting time. It can only lead to trouble." The Cyclopes insisted.

"Clockwork's life is filled with enough training and responsibility. It's good for him to act like a child from time to time. It helps build character."

"And letting him wander the Ghost Zone with Dusk's apprentice is considered building good character?" Observant Kai demanded.

"I believe that they are good with each other." Clockwise explained, "Clockwork needs to be with children his own age and I'm hoping he'll have a healthy influence on Nocturne."

"You think the boy can influence the young dream ghost?"

Clockwise nodded. "I hope to create a bond between the two so when they become Masters themselves their relationship will not be as violent as mine and Dusk's."

"This brings me to another matter Clockwise." The Observant began, "your failure to bring Dusk into the Observant counsel where we can deal with him."

Clockwise cleared his throat nervously, immediately regretting bringing up the dream ghost. "Well… Dusk is quite skilled at avoiding capture."

"As I recall on your little adventure to find your apprentice you spent a great deal of time with Dusk. A number of opportunities could have arisen that would have allowed you to bring the nightmare ghost in." Kai pointed out.

"Dusk and I had a temporary truce. It would not have been right to betray the trust formed during that time…" Clockwise began.

"You are too soft." Observant Kai interrupted, "You still cling to the vain hope that Dusk can be reformed. Your time spent with him in that human world should have been more than enough to prove how unstable he is. It's a wonder you were able to stand traveling with him at all."

"It was not all bad. Once we were able to put aside our differences it actually became quite…pleasant." Clockwise said, blushing slightly as he recalled a certain scene by the pond and the taste of Dusk's lips.

He quickly snapped back to reality. Luckily Observant Kai missed the slight coloring of the time master's cheeks.

"The love he shows for his apprentice is quite touching as well." Clockwise hastily added.

"Love!? You cannot be serious! This is Dusk we are talking about! He doesn't know the meaning of the word! All he knows is cruelty and madness! The sooner he is brought in and taken care of the better! Your will do well to remember that Clockwise!" The Observant said sternly.

"Of course." Clockwise said quietly looking away.

"Very good. You are dismissed." Observant Kai said with a wave of his hand.

"Yes sir." Clockwise sighed. He stood and gave a slight bow before leaving.

The Observant watched the time keeper go. Clockwise really was too soft for his own good when it came to both Dusk and his own apprentice. However he did raise a valid point about the nightmare ghost. Dusk was quite protective of his apprentice…Nocturne wasn't it? Almost to the point of recklessness.

"Hmm," Observant Kai said scratching where his chin would be absentmindedly, "perhaps we can use this to our advantage."

And we start by seeing Clockwork during training.

Also, I hope you guys like the villain. He's got the most work I've ever put into an oc before and I'm super stoked to introduce him.

And on the final note can you guess who the Observant's new annoyance is? You'll find out in the next chapter but let's see who can get it right. HINT: He is a cannon character not an oc.


	2. Chapter 2

Hooray next chapter. I want to thank everyone who has reviewed so far. I'm glad I decided to continue. I'll try to update the chapters as quickly as I can.

All of the Cannon characters belong to Butch Hartman

Clockwise and Dusk belong to xwocketx

The Emptiness belongs to me

* * *

"Master?" Clockwork called out as he entered the tower. There was no response. This was nothing new, Clockwise would often get so caught up to his work that the rest of the world often would disappear.

Clockwork peeked into his master's study. No sign of the older timekeeper.

"Hm," Perhaps he was still in the Observatory Clockwork thought looking around. He noticed his master's staff leaning against the wall. Clockwise never left the tower without it.

"Maybe he's in the archives." Clockwork said to himself. The young timekeeper shrugged and went about his nightly duties. He began with straitening his master's study. Placing books back onto their shelves, stacking paperwork into neat piles and putting quills back in their proper place.

After a while his gaze returned to the staff. Clockwork looked over his shoulder then back. He took two steps toward it before looking over his shoulder again. Seeing the coast was still clear Clockwork reached out and carefully grasped the staff. He felt a gentle thrum go through the metal. He tightened his grip and pulled it carefully toward him holding it steadily with both hands. He closed his eyes and felt the gentle humming of the staff's core, waiting for it to recognize him.

While he waited he remembered how Clockwise had told him of the core of the staff. That it had a consciousness of its own. Not quite alive but enough that the user created a bond with the staff.

Clockwork opened his eyes and turned to the viewing screen that Clockwise kept in his office. It was smaller than the others, about the size of a bathroom mirror.

He tried to take one of the many images that now flashed through the back of his mind daily and make it appear on the screen. He stood scrunching his face and gripping the staff.

Slowly a green swirl began to appear on the screen. Clockwork could just see the shadow of an image. It flickered for a second.

Suddenly the image went blank with a flash. Clockwork yelped as he felt a shock from the staff, causing him to let go. It clattered to the ground with a loud bang. Clockwork snatched it up and checked for any damage. Luckily the staff was unharmed. Clockwork sighed with relief.

"You're trying to force it."

Clockwork whipped around and looked guiltily at his Master. The time master was standing at the door, scroll in hand, watching with an amused look on his face.

Clockwise chuckled at the guilty look on Clockwork's face at being caught. He stepped up to his apprentice and placed the scroll on the nearby table. He then fixed Clockworks hands on the staff giving him a steadier grip. He spoke as he turned Clockwork back toward the viewing portal.

"Feet apart. Now, clear your mind. Don't force it but let it flow. Wait until the image is ready to move then gently nudge it to the viewer."

Clockwork did as he was told, holding the staff steady. He felt the image forming in his mind.

"Very good. Now hold your hand out to the viewer and imagine the picture flowing down from your mind through your arm and into the screen."

Clockwork followed his master's instructions reaching his hand to the now swirling screen. An image once again began to form on the screen. This one much clearer than the first.

Clockwork smiled as a redheaded man appeared on the screen. He was talking animatedly and serving drinks to a larger muscular man with brown hair who smiled and nodded patiently to the other man. Next to him a beautiful dark haired woman sat holding a small child in her arms. She laughed at something the redhead said.

"You miss them." Clockwise said noticing the image.

"Sometimes," Clockwork answered. "My time at the caravan wasn't all that bad. I did learn a lot from Raul and the others."

"They learned a lot from you too."

Clockwork didn't answer. He let the image fade. He then turned back to his master and held back the staff. The timekeeper took it with a smile.

"So when so I get to have a staff of my own?" Clockwork asked.

"When you are ready for one."

Clockwork rolled his eyes. "You always say that."

"And yet you still feel the need to ask," Clockwise teased. He held a hand over his mouth stifling a yawn.

Clockwork frowned, noticing the tired look on his master's face.

"Are you alright?" He asked.

Clockwise smiled wearily. "I'm fine. Just a little tired is all."

"Is it Dusk?" Clockwork asked. The dream ghost was known for harassing his master when he slept. He even thought it was funny to chase Clockwork around in his dreams. As if he didn't do it enough in real life.

Clockwise shook his head. "I've simply had a lot of late nights is all. I'm working on an important assignment for the Observants."

"They work you to hard." Clockwork blurted out. One look from the time master silenced him. They stood there staring at each other for a few minutes.

Clockwork sighed. "Why don't I make you some tea?" He offered.

The time master smiled and relaxed. "Thank you Clockwork. That would be nice. I have a lot of work to do tonight." He ruffled Clockwork's hair affectionately and turned back to the viewer.

Clockwork went to the kitchen to prepare the tea for his master. He could tell this was going to be another long night for Clockwise.

It was the one subject that the two could never agree on. Clockwise was completely loyal to the Observants and would do whatever they asked. But Clockwork just couldn't bring himself to submit to the self proclaimed protectors of the ghost zone. He believed a ghost proved themselves though their actions. And the Observants took no action. They forced others, usually his master, to do their work without showing any type of gratitude.

Lately they had Clockwise working on some big project. One that had been taking a lot of energy out of him. Clockwork knew it had something to do with a missing section of time. Now that he could see the time stream like his master he knew about the missing piece. But Clockwise insisted that it was nothing that Clockwork needed to worry about and the Observants had pretty much ordered him not to get in his master's way. But Clockwork wasn't fooled. He knew something big was going on.

He poured the steaming drink into a cup and placed it on a tray with some of the cookies he knew his master liked. He then picked up the tray and carefully made his way back to Clockwise's study. There had to be something he could do to help his master. He just didn't know what.

* * *

"Catch me if you can Nocturne!" Clockwork called as he raced through the Ghost Zone.

The ghost following him was smaller and younger than Clockwork by a year. His dark body looked like it was made of stars. His long wavy hair ran down his shoulders and was tucked under a purple helmet that curled like rams horns. Instead of legs he had swirling tendrils that waved in the wind as he flew after his friend. Nocturne laughed and chased after his friend as they bobbed and weaved between the various floating rocks of the Ghost Zone.

"See if you can follow this move." Clockwork called out. He dived straight toward the floor of the ghost zone beneath the mist. He barrel rolled to the bottom at full speed and then at the last minute kicked his legs in front of him pushing off the ground and back into the air.

"That's easy," Nocturne called out, imitating the move gracefully.

"Try this one," the dream ghost said shooting ahead. He flew once again to the floor of the ghost zone and flew along the ground. He then reached out snatching one of the many skulls that littered the ghost zone floor. He then shot back above the mist and fired the skull at a line of the many mindless skeletons that walked along the ghost zone floor. It hit knocking the legs out from one of them. "Beat that!" He called to his friend.

"Gladly," Clockwork said swooping down and snatching his own skull. He flew at full speed and fired the skull. It hit the head of one skeleton which flew off and knocked off the head of another one. "Hah, double shot." Clockwork called out flying ahead of his friend backwards.

"Show off." Nocturne said sticking a tongue out at him. Clockwork laughed confidently still flying backwards his hands resting behind his head.

"Out of my way!" Came a voice from out of nowhere. Before either could respond a force crashed into the two of them sending them tumbling onto the nearest rock. They sat there in a groaning pile trying to recover themselves.

"What's the big idea?" Clockwork demanded to the figure that had run into them. He sat up rubbing his head.

The ghost that had run into them was green all over with black eyes. He had almost a furry look to him and his head separated into what looked almost like two horns if they hadn't been so furry looking. His spectral tail seemed to me made up of wind and mist, spinning around like a mini tornado. He wore a black shirt that had a lightning bolt in the center of it. He looked to be about Clockwork and Nocturne's age.

The new ghost glared at Clockwork. "Watch were you're going!" It growled, "You got in Vortex's way!"

Nocturne crawled out from under the pile of the two ghosts and turned to face the newcomer.

"You're the one who ran into us!" He snapped. "YOU should watch where you're going."

"Vortex does not have time to look out for puny ghosts like you."

"Who are you calling puny?" Clockwork asked taking a step toward Vortex.

"Vortex is the one calling you puny or did you not hear? Perhaps you are deaf as well as puny." The weather ghost taunted.

"You want to test that out?" Clockwork said meeting Vortex eye to eye.

"There he is!" A voice called from behind them.

All three ghosts turned around. Heading at them at full speed were three observant guards. Vortex's eyes got wide and he bolted in the opposite direction.

"Grab those two as well, they might be involved." One of the guards yelled pointing to Nocturne and Clockwork. Clockwork and Nocturne shot after Vortex. The guards close behind.

"Stop following Vortex!" The green ghost yelled as the two apprentices caught up with him.

"Shut up and fly! It's your fault they're chasing us." Nocturne called back.

They flew as fast as they could dodging between the rocks of the ghost zone trying to shake the guards.

"What are they even doing this far out of the ghost zone?" Clockwork asked.

"Who cares, just keep flying?" Vortex said.

"We need to find some place to hide," Nocturne called from behind Clockwork.

Clockwork scanned the area. He spotted a cave barely visible near the base of the ghost zone floor.

"Over there," He called pointing to the cave.

The others followed his lead diving toward the cave and slipping in. The guards passed by them not noticing their hiding spot. The three children collapsed on the floor of the cave panting.

"Where are we anyway?" Nocturne asked as they sat there.

Clockwork looked around. "I'm not sure, I think somewhere near the borders of the ghost zone. Do you recognize it Vortex? " The other ghost shook his head.

"Vortex has never been this far before."

Clockwork peeked out of the cave. The guards were still there searching the area but so far had not noticed the cave.

"We'll have to stay here till they leave," he said.

"What will we do till then?" Vortex asked clearly already bored. Clockwork imagined Vortex was the type of ghost who had to keep moving and using energy constantly.

"We could explore the cave," Nocturne suggested.

Vortex and Clockwork looked at each other and shrugged. The three began to move deeper into the cave. After a few moments of silence Clockwork spoke up.

"So your name is Vortex, right? I'm Clockwork and this is Nocturne." He said pointing to Nocturne who nodded to the other ghost who responded the same.

"So, why where those Observant guards chasing you?" Nocturne asked curiously.

"They were angry because Vortex was practicing making tornados near their stupid Observatory and it got into the library window and caused a big mess. It's not my fault they left it open."

Clockwork snorted. "Well if you cause trouble for the Observants you can't be all that bad."

"So you're a weather ghost? That's neat! I'm a dream ghost and Clockwork is a time ghost." Nocturne said interested by the newcomer. "Do you train with your master too?"

"Master?" Vortex asked looking confused.

"You know your master, the person who takes care of you and teaches you to use your powers." Nocturne explained.

The weather ghost still looked confused.

"You don't have a master, do you Vortex?" Clockwork said noticing the other ghost's puzzlement.

"Vortex has always been alone."

"But where did you come from?" Nocturne asked.

Vortex shrugged. "Vortex woke up one day and he was here."

"But who teaches you to use your powers?"

"Vortex teaches himself. Vortex takes care of himself too. I don't need anyone."

"What about friends?" Nocturne asked innocently.

This made the weather ghost droop just a bit. "Vortex has never had any of those either. Most ghosts just think that Vortex is too loud and annoying."

Nocturne felt bad at this. "We'll be your friends." He piped up.

Vortex looked at the dream ghost in astonishment.

"Really?" He asked.

"Sure we both will. Right Clockwork?"

Clockwork was caught off guard at the statement. "Uhh" he started looking to his friend to the hopeful look on Vortex's face. He sighed and rolled his eyes. "Sure, why not?"

"Vortex is so happy; he's never had any friends before." He said scooping Clockwork and Nocturne in a tight hug.

"Okay, okay, we're happy too now put us down." Clockwork squeaked. Vortex released the two ghosts and put them back on the ground.

"Sorry," he said sheepishly.

"It's okay, just not so rough." Clockwork said patting Vortex on the shoulder.

"Hey look over there; I think there's an opening." Nocturne said

The three ghosts moved thought the opening.

"Whoa," Clockwork said his eyes growing big at the sight. The others stood openmouthed as well.

The path opened to a large cave the walls had to have been at least twenty feet high. Glowing rocks lit up the room giving them a faint light. The room was filled with all sorts of pottery and the walls lined with Runes and painted pictures similar to hieroglyphics. In the center of the back wall of the room stood a large mirror covered with glowing red chains.

"What is this place?" Nocturne said looking around.

"I don't know." Clockwork said examining the writing on the walls.

"Can you read what it says?" Nocturne asked.

"A little. It talks about the great creation, the birth of time and the birth of the emptiness."

"The great creation? What's that?" Vortex asked.

"My master Clockwise told me about it. One day there was this explosion or something. And it created the ghost zone and the human world. Most of the older ghosts like the Observants and my master were formed from the explosion. Thus the birth of time."

"Was master Dusk created from the explosion too?" Nocturne asked interested in the story, his master had never talked about his creation. Vortex however seemed to have lost interest and was looking in one of the pots.

"No, Clockwise said that Dusk was formed a few centuries later, after humans were born and began having dreams."

"Oh." Nocturne said, looking at the glyphs. He could make out one that looked vaguely like Clockwise and another one that could have been a Observant. They seemed to be battling with another glyph. One that looked like a large shadow with large claws.

"What's this one?" He asked, pointing to the glyph.

Clockwork looked over at the picture. "That's the Emptiness."

"The Emptiness?"

"Clockwise said he was a really powerful ghost. He devoured everything and left only emptiness. He nearly destroyed the entire world before it had a chance to form. But Clockwise was able to defeat him."

"How did he do that?"

"The Emptiness had this sphere that magnified his powers and could cause even the most strong-minded ghost to become empty inside. The more beings he made empty with it, the stronger he became until he was nearly unstoppable. But Clockwise was able to steal the sphere from him and it weakened him enough they could seal him away."

"So where's the sphere now?" Nocturne asked.

Clockwork shrugged. "I don't know. Clockwise might."

"Hey Vortex can't see his reflection in this mirror!"

They turned to where Vortex was standing in front of the mirror along the back of the room. They joined him in the back of the room and looked at the object. The mirror was large nearly reaching the ceiling of the cave. It was plain and made of a smooth black glass. Just as Vortex said, when they looked into the glass they saw nothing. There were chains wrapped around it from top to bottom. They glowed faintly and had runes etched into the chains. Vortex reached out a finger to touch the glass.

Clockwork grabbed his wrist. "I wouldn't do that. Something tells me that would be a really bad idea." Clockwork released Vortex's hand and bent down to examine the chains closer.

"Nocturne, do these chains look familiar to you?'

Nocturne looked closer at the chains. Then his eyes got wide. "These are the same runes that were on those collars that sealed our powers."

Clockwork nodded. "These chains are a sealing spell. This room was made to keep something locked away."

"What do you think it was?"

Clockwork didn't answer. "We'd better leave."

The others nodded. They began to make their way to the entrance of the cave.

As they reached the entrance three forms appeared in front of them, blocking their path.

"We found you." The guards called out.

"Oh no." Nocturne gasped as the guards descended on them.

"Scatter!" Clockwork cried. The three smaller ghosts split in three separate directions. A guard followed each of them.

Nocturne flew into the ceiling nimbly dodging away from one of the guards between the stalagmites. When the guard made a grab at him getting too close Nocturne shot a blue powder into his face. He dropped to the ground with a thud, snoring softly.

"Hey you can make dream dust now." Clockwork called out to his friend, still dodging his guard.

"Yup." Nocturne said proudly. "It doesn't last as long as my masters yet though."

Clockwork flew straight ahead at full speed the guard following behind him. He flew to the other side of the cave right toward the wall and at the last minute flew strait up. The guard not as quick as Clockwork smashed into the wall.

"I've got you now," The last guard said as he cornered Vortex. The weather ghost looked around but couldn't find a way out. He held out his hands and concentrated. A tornado began to appear in front of the guard. The guard tried to fly away but the small twister sucked him in spinning him around at a high speed. Eventually the guard was shot out of the twister throwing him across the room. The guard smashed into the mirror. The three smaller ghosts in the room stared at the spot where the guard hit holding their breaths.

A thick crack began to form at the base of the mirror.

* * *

Mwhahaha Cliff hanger.

So here we get some adorable Clockwork/Clockwise master/apprentice bonding.

We also get a bit of origin story. I always got the impression that Clockwise was older than Dusk. It seemed to make sense that Dusk would show up when humans showed up because he needs dreams to harvest, but Clockwise would have shown up at the beginning of time itself. That's my interpretation at least.

Also: Vortex, because I just couldn't resist adding him. Who doesn't love the idea of Vortex as a child?


	3. Chapter 3

So...yeah. Been a while hasn't it. Sorry. I've had work and family stuff (good and bad) that took up a lot of my free time and the free time I did left me to mentally exhausted to type. Never fear I've still been writing it's just typing up the notes that kick my butt. _

Also thanks to xXPhantomXXx who offered to BETA for me. And for all the reviews and favorites I've been getting. You guys make the butt kicking worth it. 3

Clockwork, Vortex, Nocturne and the jerky Observants belong to Butch Hartman  
Clockwise belongs to xwocketx  
Melplino is all mine

* * *

The crack started out small but soon began spreading out through the glass. Suddenly the mirror shattered into thousands of pieces, shards going everywhere. A dark hand with long claw like fingers reached out.

The creature that crawled out of the mirror seemed like a husk of a ghost or wraith, thin and pale. Its face was hollow with deep sunken eyes. It crawled out on all fours toward the group.

"What's this?" One of the guards cried out a seeing the creature that crawled toward them. He held out his staff and floated toward it.

"Halt! " He said in a commanding tone. "Stop right there! By order of the Observant Council."

Clockwork saw the creature crouch.

"Look out!" He cried.

Faster than any of them could see the creature descended on the guard and to Clockwork's disgust and Nocturnes horror it opened its mouth revealing several rows of razor sharp teeth and sunk them into the shoulder of the guard. There was a sickening crunch of bone and flesh. Ectoplasm splattered the walls as the creature ripped out a chunk of flesh and once again latched onto the hole, sucking on the shoulder.

The guard let out a sickening cry as the creature began to devour him, draining the guard of his ectoplasm and essence. His skin began to pale and crack. As if he was drying out from the inside.

As the creature continued to feed it began to change. His flesh began to color slightly though it was still pale. His face and skin began to fill and become rounder going from horrifying to handsome, though it still terrifying. He stood over no longer hunched but at a full height. The creature stepped over the now hollow husk of the ghost which cracked and collapsed upon itself like a porcelain doll. He smoothly ran an ectoplasm covered hand though his now short black hair, slicking it back.

"Well." He said in a silky smooth voice. "That was a nice meal after such a long nap."

The other guards stared in shock. While the creature had devoured the guard Clockwork had grabbed Nocturne and Vortex, who were both frozen with horror at the sight and pulled them behind several pots. They continued to watch unable to look away from the sight in front of them.

One of the guards recovered himself. He held the spear in front of him. "Stay right there, you are under arrest for the destruction of an official observant guard. Surrender now or we will be forced to take action."

The new ghost looked at them with an amused smile. "Oh will you now? Sounds like you're full of the right stuff. Let's empty it out some."

He rushed at the guard and in an instant was floating in front of him. His long claw like fingers lodged into the center of the guard's chest. A black mist began to form at the center where his hand rested spreading throughout the guard's body.

"Do you feel that? That is the feeling of everything inside of you being absorbed, leaving behind nothing but pure emptiness."

The guard's body began to shake as he dropped his staff. Like his friend his skin began to become pale and slowly crack.

"I really do prefer this way of feeding so much more. It so much less… messy." At the last word he pulled his hand from the other ghost who dropped to the ground and shattered like glass.

The final guard dropped his staff and tried to flee.

"Ah ah ah," The evil ghost said, "it's rude to leave the party early."

Faster than they could see he moved and blocked the final guards path. He finished him off like the others, allowing him to fall and shatter to the ground.

He then stretched for a bit and looked down at the tattered rags he wore.

"Well this will never do."

He snapped his long clawed fingers and a dark mist began to form over his body. When the mist disappeared his clothes had reformed and looked entirely new. He now wore a tight short sleeved tunic that was white on one side and black on the other side with a black belt in the middle and tight pants that had one leg white and the other black like the tunic only on opposite sides, much like a harlequin would wear. The dark mist settled around his shoulder almost like a cape.

He also wore black boots that came up to his knees with silver buckles on the top. His long clawed fingers were black all the way up to his elbows where they began fading and forming a cracking pattern that seemed to go out all the way over his body. Clockwork could see the same cracking pattern just below the creature's neck not quite making it to his face. His eyes were red and held a glint that was both mischievous and malicious. Below each eye there was a dark slash that ran down to his cheeks. He surveyed the room with a confidant smirk.

He hadn't seemed to notice Clockwork and the other's just yet in their hiding spot. Unfortunately the creature was blocking the entrance to the cave and they were trapped until he decided to leave. They sat huddled together trying not to make a sound.

When the creature turned to the entrance of the cave as if getting ready to leave they gave a silent sigh of relief.

Until Vortex leaned back a bit, knocking down one of the pots behind them. He and Clockwork grabbed it before it fell over but the top of the pot fell of clattering to the ground with a loud bang.

The creature turned around quickly. In a flash he was in front of their hiding spot and with a wave of his hands the pots they were hiding behind shattered leaving them wide open.

"Well, what do we have here?" The ghost said with a devilish grin. "Let's see if I can guess."

His eyes fell on Nocturne who shrank away, "With those stars I'd say a dream ghost, and what an adorable little dream ghost you are."

He turned to Vortex.

"Ah, a weather ghost how fun!"

When his eyes fell on Clockwork they suddenly turned hard and his smile vanished.

"And a time ghost. I'd recognize Clockwise's work anywhere. How interesting that he has decided to take an apprentice."

Clockwork nodded trying not to show how frightened he was. "And you're Melplino: the Emptiness."

Melplino gave a slight bow. "So he's mentioned me. I feel so touched."

Clockwork kept talking trying to stall him till he could think of something. "He did tell me about you. That he defeated you."

"He got lucky."

"He also told me that you tried to destroy the entire world before it even had a chance to form."

Melplino laughed.

"Ah Clockwise, so over dramatic. I didn't want to destroy, the world I simply wanted to renew it with beautiful emptiness. And so I shall again. However I was in that seal for a very long time. I will need to renew the energy I lost. And I think you three will help me nicely with that." He said taking a step toward the three ghosts.

"B..but you already ate." Vortex said nervously.

Melplino smiled maliciously, several rows of shark like teeth once again beginning to form .

"Yes, I have had my dinner and now I intend to have my dessert."

"But aren't you afraid of getting a tummy ache." The weather ghost asked desperately.

"That's the wonderful thing about emptiness, you never become full." He lunged.

"Fly!" Clockwork called and flew directly up, dragging Nocturne and Vortex. Melplino missed them by inches. They bolted for the entrance Vortex and Nocturne in the lead. They flew through the caverns as quickly as they could before finally finding the entrance and shooting out into the ghost zone.

"We need to get to the clock tower and tell my master." Clockwork yelled to the others.

Suddenly Melplino appeared in front of him, cutting Clockwork off from the others.

"Clockwork! Look out!" Nocturne cried. He tried to fly to his friend but Vortex held him back.

"It's too dangerous." the weather ghost said.

Clockwork tied to fly in another direction but Melplino was there again obviously enjoying the game of cat and mouse. He reached out and grabbed Clockwork by the shoulder.

The moment he touched Clockwork there was a faint hiss like something burning. Melplino pulled back his hand with a shout. The skin blistered as if he had been burned.

"What is this?" he cried out.

Clockwork felt a warmth in his chest. He pulled out his time medallion which glowed softly. Clockwork placed a hand on the metal. It was warm but not painfully so.

"A time medallion? I underestimated Clockwise." Melplino said with a light laugh.

"That's right; my master gave it to me. And I can use it to call him here. You may have been powerful once but you said it yourself, you've been sealed for a long time and there's no way you could overpower him now."

"But will he be here in time to save you?" Melplino said darkly.

"You can't touch me as long as I'm wearing this." Clockwork said.

Melplino smiled maliciously.

"Just because I cannot touch you, doesn't mean I can't hurt you." He said the dark mist once again forming in his hand.

"Over there!"

Melplino and the others looked behind them. A larger group of guards led by Observant Kai was flying toward them.

"Well it looks like we'll have to continue this another time after I've regained some more of my strength." Melplino growled. He dissolved into a white mist that shot off in the opposite direction.

"After it!" Observant Kai yelled pointing toward the retreating mist. The guards gave chase.

The Observant angrily turned to Clockwork and the others.

"What have you done!" he yelled, causing Clockwork to shrink back.

"It wasn't us! It was the other guards. They broke the seal while they were chasing us!" Nocturne cried flying between Clockwork and the Observant.

"Hah a likely story from Dusk's apprentice, seize him!" One of the remaining guards grabbed Nocturne by the arm.

"Let him go, Nocturne hasn't done anything!" Clockwork yelled. The guards crossed their spears in front of him blocking him from his friend.

"Not likely, he is already under suspicion with his association with Dusk and now with the release of the Emptiness we have more than enough cause to take him in and imprison him."

"You can't do this." He said.

"Oh can't I. I am one of the keepers of order and will do what I seem fit and nothing, not even some upstart miniature timekeeper will stop me."

"I'm warning you," Clockwork growled, "Let him go now."

"Go back to your master before we decide to arrest you as well." Observant Kai said turning his back to Clockwork. He began to fly away; the guard followed holding the struggling Nocturne.

Clockwork felt the fury boiling in his chest something in him snapped. The ghost ray struck Observant Kai squarely on the back knocking him on his face/eye. He turned and faced Clockwork, eye wide in disbelief.

Clockwork glared at him hands still smoking from the blast.

"You dare strike me!? You will pay for that, Clockwise be damned! Seize him!"

The guards lunged at Clockwork who ducked out of their grasp.

"Vortex, help Nocturne!" He called.

The weather ghost nodded and flew toward the guard holding Nocturne. He used his tornado powers to shot himself forward and head butt the guard hard in the chest, causing him to release Nocturne. He then sent an electrical charge through the guard knocking him out. Vortex grabbed the dream ghost by the hand and flew off.

"Come on."

Clockwork meanwhile was dodging the guards successfully till one managed to get behind him and grab his cloak giving another guard the chance to grab Clockwork in a tight hold. Vortex and Nocturne stopped and turned to go back to help him.

"Just go!" Clockwork called struggling. "I'll be okay!"

Vortex nodded and grabbed Nocturne's hand dragging him away.

"Wait! We have to help Clockwork." Nocturne protested.

"You heard him. Besides we can't help him if we get caught too."

Nocturne looked back at his friend who was being taken away. Nocturne pulled himself out of Vortex's grip and flew away at full speed.

"Come on," He cried.

"Where are we going?" Vortex called from behind him.

"To get help."

oooooooooooooooooooooooooooooooooooooooooooooooooo oooooo

Clockwise searched his monitors desperately. But they were still coming up completely blank. No, not blank empty.

He had felt the power surge earlier. The seal that he and the Observants had personally placed breaking.

Melplino had been released.

Clockwise cursed himself for not being more stern and insisting that the bonds been checked. He desperately checked the monitors once again trying to find the location of the seal so he could teleport there and stop Melplino while he was still weak. But it was useless.

After they had sealed Melplino in the mirror the council had insisted on hiding it in a location that only they knew about. Clockwise had tried to press the importance of him being made aware of the location but they had refused to budge on the matter. And now Melplino was loose and Clockwise had no way of locating him.

Clockwise was about to try leaving and searching on his own when he heard a voice calling his name.

Nocturne flew into the tower at full speed followed by another ghost that Clockwise recognized as the one who had been harassing the Observants earlier. The dream ghost looked panicked.

"Nocturne what is it? Where is Clockwork?" The timekeeper asked.

"He's been arrested by the Observants!"

"What? Tell me what happened."

Nocturne told him everything, from the release of Melplino to the medallion protecting Clockwork from the ghost to the Observants showing up and trying to arrest Nocturne only to be stopped by Clockwork who ended up arrested himself.

"This is bad." Clockwise said, paling. The council will not easily forgive the attack of an Observant.

"You can help him right?" Nocturne asked hopefully. "I mean the Observants will listen to you. And Clockwork didn't mean any harm he was just trying to help me."

Clockwise looked down at the young ghost's worried face.

"It'll be okay; I'll go to the Observatory now and speak with them." He said placing a comforting hand on the small shoulder. "You should both go home. I would also advise you two to stay away from the Observatory for a while." He said also looking at Vortex.

The two ghosts nodded and flew off.

Clockwork watched them go. His mind was going a million miles per hour. What was Clockwork thinking attacking an Observant? And why had they been so insistent on taking only Nocturne and not the other children? What's worse, Melplino was not only loose but now knew that he had an apprentice.

Clockwise shook his head and sighed as he teleported to the Observatory. He never knew so many things could go wrong at once.

oooooooooooooooooooooooooooooooooooooooooooooooooo ooooooooo

Clockwise appeared in front of the Observatory and went in. He asked the nearest guard for the location of the Grand Observant. They pointed him to the council chambers. Clockwise quickly headed to the chambers.

"Sir I apologize about the interruption but I need to speak with you immediately!" He said as he burst through the doors.

"Ah Clockwise, no doubt you are here about you apprentice." Observant Kai stood in the room with the Grand Observant. Nearby Clockwork was struggling between two guards. The boy looked terrified.

"Master!" Clockwork called.

"It's alright I'm here." Clockwise said to the child, trying to comfort him.

"You will not be able to get the boy out of trouble this time. His crime is far too serious; because of him one of the most dangerous ghosts we have ever faced has been released, putting both the human world and ghost zone at risk. Not only that, he interfered with the arrest of Dusk's apprentice and dared to attack me!" Observant Kai said turning his back so that the Grand Observant and Clockwise could see the recently bandaged burn on his back.

"I'm sure he did not mean it, he is young and was only trying to help his friend."

"A friend who is the apprentice to the Nightmare Ghost. We had intended to use the child to lure out Dusk. But now thanks to him!" The Observant said pointing to Clockwork. "Dusk is not only still on the loose but Melplino as well."

"I have heard the children's side of the story. Melphino's release was an accident." Clockwise entreated.

"Accident or not the boy is responsible and must be punished."

"And he will. I will see to it personally." Clockwise assured him.

"No," The Grand Observant said. "We have warned you time and time again that you are too soft with the boy. It is time that the boy was given a proper punishment."

"Wisely spoken Grand Observant Alfa." Observant Kai said smugly.

"The normal punishment for attacking an Observant is death. However, because he is your apprentice and still a child we shall go easy on him. He will receive five lashes and spend the night in a cell."

"What, no!" Clockwork cried struggling desperately.

"Please," Clockwise begged, "He is just a child."

"Child or not we cannot over look the direct attack on one of the Brotherhood." Grand Observant Alpha said sternly.

"Then let me take the punishment in his stead."

"No Master you can't!"

The Grand Observant shook his head. "He must learn the consequences of his actions. You can stay and watch or leave the room. But the boy will be punished."

The guards forced Clockwork into a kneeling position and removed his cape.

"Master?" The boy begged, his voice quivering with fear.

Clockwise took in the hard look in both of the Observant's eyes. He turned away from them and knelt in front of Clockwork, taking the boy's trembling hands in his own. He gave them a comforting squeeze.

"Look at me. Focus only on me." He said looking in the child's frightened eyes. Clockwork gave a hesitant nod bracing himself.

The guard raised the whip and brought it down on Clockwork's back with a sickening crack. The boy cried out in pain and Clockwise gripped his hands tighter.

"It'll be okay. I'm right here."

Clockwork nodded and bit his lip trying to keep from crying out again as the whip once again landed on his back.

The room was completely silent except for the sound of the whip hitting flesh. Clockwise held his apprentices hand memorizing every blow as the two Observants coldly watched. Finally the guard delivered the final blow.

The other guards released Clockwork who fell into his master's arms. Tears were running down his face and his lip was bloody from where he had bit it. He clung to his master weakly. Clockwise lifted his apprentice in his arms.

"Clockwise," The Grand Observant began in a warning voice, "the boy has only had part of his punishment. He WILL stay in the cell tonight."

"Has he not been through enough?" Clockwise said, holding his apprentice tighter.

"The decision has been made."

"Then I will take him there myself and make sure that he is properly bandaged."

"Impos…"

"I will do this!" Clockwise snapped, looking up at them with flashing eyes. The Observants were caught off guard; Clockwise had never raised his voice to them. Grand Observant Alfa and Observant Kai looked at each other uneasily.

"Very well," Grand Observant Alfa said. "But you will not stay with the child. You can pick him up in the morning."

Clockwise said nothing but turned away following the guards. When they reached the cell the guard opened the door. Clockwise entered the cell and laid Clockwork on his stomach on the small cot in the cell.

"Please go fetch me some hot water, healing salve and some bandages." Clockwise said to one of the guards.

The guard started to protest but one look from the timekeeper silenced him and he went to find the requested items.

Clockwise then turned back to Clockwork. He gently removed the boy's shirt. Clockwork hissed as the shirt came off of his back. There were five deep gashes where the whip had left his mark. The guard returned and Clockwise set to work cleaning the wounds and bandaging them up. He then sat there for a bit stroking the child's silver hair.

"I'm sorry," he said.

"It's not your fault." Clockwork said weakly.

Clockwise didn't reply. He just sat there stroking Clockwork's hair until the guard behind the coughed nervously.

"Sir…it's time to go."

Clockwise placed his hand on Clockwork's and gave it a tight squeeze.

"I'll come for you tomorrow. I promise."

Clockwork didn't say anything but gave a light squeeze back. Clockwise rose and covered him with the blanket. As he walked out of the cell he looked sternly at the guard.

"I want those bandages changed and healing salve applied every three hours, understood?"

The guard nodded hastily and shut the door. Clockwise gave the door on last sad look and walked out of the Observatory.

* * *

Oh Clockwork, why am I so mean to you? I really do love you.  
And is it possible to write a story where the Observant's aren't complete jerks. I don't think so.  
Also Yay Melplino is finally in the story! Hope you guys like him so far. His name literally means Emptiness. When I started planing villains for the story I actually had a different look and personality planned but the rebellious bastard kept changing my plan. He just never listens. X3 He was mostly inspired while listening to this [link] as I wrote. It's pretty much his theme song. I made a chibi of him too here [link]

Please continue to read and reiew.


	4. Chapter 4

**WARNING: This chapter is the reason that the story is rated M! Meaning there is Male/Male sexy times! If you don't like that sort of stuff then just wait for the next chapter and I'll put in a brief description of what happened in this chapter. You have been clearly warned and I don't want to hear any complaints if you ignore it. (Especially a certain boyfriend who has been warned on multiple occasions to skip this chapter!)**

*Cough* Anyway this is my first time writing anything this mature. I'll be glad to know what you guys think of it. If you liked it or think it was absolutely ridiculous. Just be gentle. As I said in my first story I welcome criticism as long as it's _constructive_.

I also want to dedicate this chapter to Xwocketx who has been patiently waiting for some Dusk/Clockwise sexy times and to xXPhantomXXx who once again Beta'd for me and has informed me she is now a Dusk/Clockwise shipper (The conversion continues X3 ) And to everyone who have read so far.

I also want to thank Xwocketx for drawing this awesome pic of Melplino and posting it on her tumbler I may or may not have squeeled a bit when I saw it. He looks so sexy! X3

Anyways here is the next chapter. Hope you guys enjoy it!

Clockwork, the Observants, Nocturne and Vortex all belong to Butch Hartman

Clockwise and Dusk belong to Xwocktetx

Melplino belongs to me

00000000000000000000000000000000000000000000000000 0000000000000000

The realm of night was one of the darkest parts of the Ghost Zone. Almost completely black, the only light came from a crescent moon that hung in the sky. In the distance a large castle could be seen surrounded by a forest of knarred trees. The dark castle was quiet. Not a creature stirred save its owner.

Dusk the Ghost of Dreams and Nightmares sat lounging on an elaborate couch in front of a purple fire with a book and glass of wine, relaxing from a day of harvesting dreams.

Like his apprentice Nocturne he had no legs but swirling tendrils that were the color of stars that ran all the way to his waist. The upper part of his chest meeting his neck and face were pale. His long straight black hair was normally kept under a purple horned helmet was hanging loosely around his shoulders.

He had just put his apprentice to bed. It had not been easy considering Nocturne was going on and on about some ghost escaping and going after them, some new friend they made and the timekeeper's brat getting arrested by the Observants.

The whole thing had made it nearly impossible for Dusk to get the child down to sleep. He dearly loved Nocturne but there were times he wished that his apprentice wasn't immune to his dream dust. He had finally calmed Nocturne down enough to get the child to go to sleep, assuring him that the time twerp would be okay. After all they would never harm Clockwise's precious apprentice. He'd most likely get a slap on the wrist and sent back to Clockwise who would fuss and fume at the boy and eventually forgive him.

Dusk snorted in his book. Still he would have given anything to see the look on the Observant's face when the little brat hit him with that ghost beam. He'd never admit it to anyone but the kid did have guts. The Observants needed a timekeeper that would keep them on their toes.

Dusk seethed at the thought of the Observants trying to arrest his Nocturne. He would have to teach them a lesson latter. Still it didn't mean that he owed the little twerp a thank you or anything. Although, maybe he'd ease up on him for a week or so. Maybe two days.

Dusk heard a knock at his door. He looked up from his book.

"Who could that be?" He wondered, setting the book aside.

He never had any company. Mostly because he couldn't stand the companies of other ghosts save for his apprentice. Besides, very few ever wandered to the night part of the ghost zone out of fear of the dream ghost. He opened the door.

There stood Clockwise. Dusk was shocked. The timekeeper was the last person he expected to show up at his door. They hadn't seen each other since their last battle.

"What do you want Timekeeper, looking for a fight?" Dusk asked recovering himself from the shock.

"Can I come in?" Clockwise quietly asked.

Dusk was speechless. Was he serious? Showing up and asking to come in like they were tea buddies? The dream ghost was about to give a snippy reply and slam the door in his face when he got a good look at the other ghost. The timekeeper looked like hell. He was hunched as if he was exhausted and had misery written all over his face. Dusk sighed and opened the door wider allowing the time ghost to enter.

"Follow me." Dusk said leading him to the library.

As they entered Dusk held out his hand palm up. A shadowlike nightmare formed in his palm nuzzling it almost affectionately. Dusk sent it over to his wine cabinet where it returned with a wineglass. Dusk filled the glass from the bottle next to the couch and held it out to the timekeeper motioning for him to sit.

"You look like you could use this."

Dusk had expected Clockwise to refuse but was surprised when the timekeeper not only took the glass but nearly drained it in one gulp. The dream ghost said nothing but crooked his eyebrow as he refilled the glass and his own. They sat there for a few minutes in silence one of them occasionally pausing to sip they wine. Dusk waiting for the timekeeper to go first.

Finally Clockwise spoke.

"How is Nocturne?" He asked.

Dusk was again caught off guard. Okay, he hadn't been expecting that question.

"He's fine."

"That's good. He seemed worried when he came to me earlier about Clockwork. I just wanted to make sure he made it back safe."

"He was a bit worked up but I finally got him to bed. No thanks to those damned Observants."

Dusk had expected Clockwise to jump to their defense but the timekeeper only gave a quiet "Ah" before taking another sip of wine.

"Clockwork tells me that he is learning to make dream dust now."

"He is. We've been working on it since he came back from the human world." Dusk replied. It seemed strange, sitting with the time ghost drinking wine and discussing their apprentices as if they did this every day. Clockwise spoke again.

"He and Clockwork have both come a long way since then. I was thinking the other day how lucky they were to have each other through that ordeal. They have a strong bond don't you think? It's a shame we never had anything like that."

"Timekeeper why are you here?" Dusk asked.

"Because as much as either of us would hate to admit it, you're the closest thing that I have to a friend."

Dusk said nothing for a second, considering the other ghosts words. Then he gave a snort.

"That's kind of pathetic."

"Yeah, it is." Clockwise said with a sad chuckle. He looked down at his glass seemingly lost in thought. They sat there saying nothing for a long time. Finally Dusk ran out of patience.

"If you're not going to get to the point then I'm going to bed!" He snapped rising from the couch.

"Did Nocturne tell you about his run in with the Observants today?"

Dusk was taken aback by the sudden question.

"He did. And that your apprentice helped him escape. So what, do you want a thank you? It's not like he was in any danger. I'm sure they let him off with an earful but it's not like they'd ever do anything to their pet's apprentice."

"They had him whipped."

Dusk stopped and looked at the timekeeper with wide eyes.

"They did what?" He asked not sure he heard right.

"I said they didn't let him go. They had him whipped. I tried to speak up for him but they refused to listen. They kept insisting that he be punished. I even tried to take the punishment myself but they wouldn't allow it." As the timekeeper spoke his grip tightened on the glass till his knuckles were white. Dusk took the glass to keep it from shattering in the other's hand. He sat it on the table.

Dusk was shocked. He knew that the Observants had never been fond of the young timekeeper who refused to bow down to them but he never imagined that they would ever lay a hand on him out of respect for Clockwise.

Then again, hadn't they tried to convince Clockwise to give up his search for Clockwork when he and Nocturne had gone missing? Telling him he can "always make another." To them the boy was nothing but a distraction to the time master. And there was nothing the Observants disliked more than a distraction. Except maybe Dusk.

"Where is he now?" Dusk asked. The Timekeeper didn't say anything. Clockwise had not moved from his spot on the couch. He sat there looking at the ground.

"Clockwise?"

Something in the timekeeper seemed to snap. He shot up and began pacing back and forth as he spoke.

"They put him in one of those dark cold cells. They refused to let me take him home where I can care for him. He's injured and can barley move and they chose to lock him up like some criminal!"

His voice rose and he paced back and forth as he continued to speak.

"They said it was his fault that Melplino was released but just a few days ago they called me a fool when I told them to check on his bonds. Now he is loose and instead of trying to find him or take responsibility they devote their time to punishing a child simply because he hurt their pride."

He paced back and forth as he spoke the tension obvious in his body. Dusk watched Clockwise fascinated. He had never seen the timekeeper speak about his employers like this. He had always stood by them no matter what and now here he was berating them and blaming them. It was a side of him that Dusk had never seen. Almost as if…

"You're angry." Dusk said suddenly.

Clockwise stopped and looked at the other ghost.

"What?" He asked.

You're angry at them."

Clockwise looked away not answering. And that was all the answer the dream keeper needed.

"I had wondered how long it would be till even you had had enough of their foolishness. You poor thing your world must be upside down," Dusk laughed.

Clockwise stiffened and looked back at him eye flashing.

"I should go." he snapped. "I don't even know why I came here."

He turned and began to walk to the door but Dusk slid in front of him blocking his way.

"I know why." He said in a low voice placing his hands on Clockwise's chest. The older ghost began to breathe heavy at the sudden contact. Dusk continued.

"It's like you said earlier I'm the only other ghost you've had any contact with other than you're apprentice and those Observants. And now they've betrayed you and you're angry. You want to betray them as much as they have betrayed you. You want to do something unforgivable."

"And what would that be?" Clockwise asked, his voice quavering slightly.

Dusk grasped his cloak and pulled him down into a rough kiss. The timekeeper made a surprised noise and placed his hands on Dusks shoulder. For a moment Dusk thought he might push him away, but then Clockwise relaxed and deepened the kiss, opening his mouth to allow better access. Dusk took the invitation and slipped his tongue into Clockwise's mouth, intertwining it with the timekeeper's.

Clockwise felt the heat growing in his chest as he continued to kiss the dream ghost. It felt wonderful. Yes, this is what he wanted. To give up control completely. To forget about the Observant's, Melplino or any other troubles of the world and to simply give in to what he wanted. And he wanted Dusk. He had for so long ever since that day by the pond…no longer than that.

Too soon for the timekeeper Dusk broke the kiss. However before Clockwise could protest he found himself pushed back onto the couch, Dusk straddling his waist.

"Well Timekeeper are you ready to do something unforgivable?" He said wickedly, grinding his hips into the other ghost's. Clockwise groaned at the sudden contact and placed his hands on Dusk's waist, his pants becoming uncomfortably tight. Clockwise nodded desperately.

Dusk once again smirked and captured the timekeeper in another kiss. He unhooked the gear that held the other ghost's cloak together, letting it fall back against the cushion. Pulling slightly away Dusk began to rain kisses along Clockwise's now exposed chin and neck occasionally biting down. He ran his hands over Clockwise's still covered chest stroking his fingers slightly over the glass case that held his clock. Clockwise moaned at the contact on his sensitive area. He dug his hands into Dusk's waist and bucked his hips up into the dream ghost's, pleased when he heard the other ghost moan into his shoulder.

Suddenly a thought occurred to Clockwise.

"Wait! What about Nocturne? He could walk in on us." Clockwise said trying to sit up and push Dusk away. Dusk ignored the action and continued to nip at the timekeeper's neck.

"It's fine. He's asleep."

"What if he wakes up?"

"Then he'll learn a few things."

The look of horror on Clockwise's face was almost comical. Dusk rolled his eyes.

"Fine!" He snapped, standing up. He grabbed the timekeeper's hand and pulled him up. "We'll take this to a more private setting."

He led Clockwise up the stairs and through a long hallway. Clockwise as glad that the dream keeper was holding his hand. The castle was so dark that he would have had trouble navigating the passages on his own. They finally came to a door with a crescent moon painted on the front. Dusk's room. As they entered Clockwise hesitated slightly. Was he really going to do this? Dusk turned back to look at the timekeeper smirking slightly.

"Not having second thoughts are we Timekeeper?"

The moonlight from a nearby window fell on Dusk bathing him in the light glow. As Clockwise studied his former enemy he knew that there was no turning back now. And he didn't want to even try. He stepped forward and followed Dusk into the room. The dream keeper closed the door behind them.

Clockwise took a minute to study the room. It was Moroccan themed in various shades of purple and red. The scent of lavender surrounded them relaxing the timekeeper slightly. The only light in the room came from the lanterns that hung on either side of the bed. Casting swirling patterns with stars and moons. The large bed in the center was framed with dark purple drapes.

"Is this better?" Dusk purred into Clockwise's ear coming up behind him and nipping at his earlobe.

Clockwise gasped at the sudden breath on his neck and nodded.

Dusk brought his hands around the timekeeper's waist and began undoing one of Clockwise's belts, letting it fall to the ground. It was soon followed by the other two.

"Take off your boots." Dusk commanded Clockwise who obeyed, back still to the dream ghost.

He then slid a hand under the time ghost's shirt running his hands along the well toned stomach. His other with the help of his nightmares lifted the shirt over Clockwise's head exposing his full chest. He threw the shirt somewhere behind him not caring where it landed. He then ran his hand down to the edge of Clockwise's pants playing with the button. Instead of undoing it though he continued moving down and ran his hand over the now tight bulge that pressed against the fabric. Clockwise moaned from the contact.

"P..please, Dusk." he begged.

Dusk grinned wickedly.

"What do you want?" He teased running a single finger along the bulge.

"I…I need you to…" He panted.

"Say it." Dusk whispered huskily into the timekeeper's ear.

"I need you to touch me!"

Dusk grinned wider.

"As you wish." He said undoing the button that held up the dark blue pants. They pooled to the ground and Clockwise stepped out of them.

Dusks tendrils began to caress Clockwise's legs and thighs, wrapping themselves around his now exposed member and pumping. Dusk's hands continued to run over the timekeeper's chest occasionally teasing his nipples.

Clockwise panted heavily and thrust his hips into the touch. One hand was resting on Dusks hip the other reached back and entwined in Dusk's hair as the dream ghost continues to kiss and nip the timekeeper's shoulder. Clockwise had never felt anything like this before. After years of being starved of any type of physical contact the sensations were overwhelming. He could feel his body getting hotter by the second. Finally he felt body jolt as he climaxed, spilling out onto the floor in front of him. He stood there panting, legs getting shaky, trying to catch his breath. Dusk pushed the timekeeper onto the bed and leaned over him.

"Did that feel good?" The dream ghost asked. Clockwise nodded, still breathing hard.

"Good," Dusk said climbing onto the bed and lying on his back, hands over his head. "Because you know, it's only polite to return the favor." He formed his legs and gave the timekeeper a seductive look.

Clockwise studied every inch the dream ghost's body with lust full eyes, noticing that the other ghost was very aroused. He then met Dusks expectant gaze and smiled.

"Of course. It's only fair after all." Clockwise said.

He crawled over to Dusk and captured the ghost's lips in a kiss. He then began to move down Dusk's body peppering kisses all over it. He stopped at one of Dusk's nipples flicking the bud slightly with his tongue. Dusk let out a moan at the action.

"Mmm, you catch on fast Timekeeper."

Clockwise didn't respond but continued moving down dipping his tongue into Dusks naval. Dusk continued to moan, gripping the sheets.

Finally Clockwise reached Dusk's arousal. Wanting to tease Dusk like the dream ghost had tease him earlier Clockwise blew onto him but didn't touch, holding his hips down with his hands. Dusk gasped and clawed at the sheets desperately.

"Hurry timekeeper." Dusk growled.

"Impatient are we?" Clockwise teased, blowing on him once again.

"I swear Timekeeper if you don't hurry up I'm going to …Ah!" Dusk cried out as he felt Clockwise suddenly take him into his mouth without warning. He moaned, entwined his fingers into the timekeepers hair nearly arching completely off the bed. Clockwise bobbed up and down moving from the base to the tip, testing what worked by the sounds Dusk made. The keens coming from Dusk were driving him wild and he could feel his own arousal beginning to harden again.

He teasingly flicked his tongue along the slit tasting the precum that was beginning to form. Dusk's hands began to tighten in his hair almost painfully and he could feel the dream ghost's body begin to shake. He knew that Dusk wouldn't last longer. Taking him in his mouth once again he began to suck harder. Finally he heard Dusk cry out and felt a salty taste as the dream keeper spilled into him. Dusk collapsed onto the bed with a satisfied smile.

"N…not bad Timekeeper." Dusk panted. He reached into the nearby drawer and pulled out a small bottle. He held it out to Clockwise. Looking at the timekeeper expectantly.

Clockwise nodded as he took the bottle, pouring the liquid into his hands. He then moved between Dusk's legs pressing a finger to the other's entrance. Gently he pressed his finger into Dusk and began to prepare him. Dusk hissed slightly at the penetration but allowed Clockwise to continue. When he thought the other ghost was ready Clockwise slid a second finger in. Dusk tensed a little at the feeling of being stretched but soon began to relax as the timekeeper began to move in and out of him, scissoring slightly. Soon he brushed against a bundle of nerves making Dusk cry out in pleasure.

"Ah, yes! Right there!"

Clockwise obeyed and hit bundle once more causing the dream ghost to cry out again. When he thought the other was ready he removed his fingers and lifted Dusk's legs slightly.

"Are you ready?" Clockwise asked the dream ghost.

"Not quite." Dusk said smirking. Before Clockwise knew what was happening he found himself flipped onto his back with Dusk straddling his waist.

"Now I'm ready." The dream ghost grinned. He lifted himself onto his knees and slowly lowered himself onto Clockwise's length burying himself up to the hilt. He sat there for a moment enjoying the feeling of Clockwise inside of him. Finally he began to move lifting out till only the tip was left in and slamming down again. He began to work his hips up and down riding the time keeper.

Clockwise lay there, his hands on Dusk's hips as the dream ghost rode him, enjoying the feeling of giving up control to Dusk. The sight of the dream ghost covered with beads of sweat hair mussed as he moved up and down was the most arousing image Clockwise had ever seen. Finally wanting to share the pleasure with the dream ghost Clockwise bucked his hips up slamming against Dusk's prostate and causing the other ghost to see stars.

"More," he cried out, "Give me more!"

Clockwise obeyed bringing his hips up once again. He brought his hand to Dusk's own neglected member and began pumping, matching Dusk's thrust.

Clockwise didn't know how much longer he could last. He could tell Dusk was getting close too. He sat up and brought Dusk down onto his waist going deeper. Dusk clutched the timekeeper's shoulders desperately as Clockwise began to thrust faster. He could feel the pressure building up inside of him.

Suddenly Dusk felt an explosion as he reached his climax. The dream ghost cried out in pleasure and arched back. Clockwise felt Dusk's cavern tighten as the other ghost climaxed. He pumped into the dream ghost a few more times before reaching his own climax, filling the dream ghost completely.

They sat there for a few minutes neither moving. Finally Clockwise pulled out of Dusk and collapsed on the bed, pulling the dream ghost to lay on top of him. They lay there panting for a few minutes.

"Now that wasn't so bad now was it?" Dusk said with an exhausted smile.

Clockwise chuckled.

"No, not bad at all."

They lay like that forever just enjoying the afterglow of the lovemaking. Finally Dusk spoke.

"Well timekeeper I never knew you could have it in you to turn your back on the Observants. I wonder what they'll do now that they don't have their little servant to push around." Dusk said lazily running his fingers along Clockwise's chest.

"What do you mean?" Clockwise asked.

"I mean when you tell those eyeballs what they can do with their so called orders."

Clockwise sat up in the bed.

"Dusk, I don't intend on abandoning my post or leaving the Observant's employment. I still have a job do."

"You don't mean that do you? After everything they've done?"

"I may not understand or agree with their actions at times but that doesn't mean I intend to turn completely against them. Their actions, even if they tend to get extreme comes from a desire to maintain peace in the Ghost Zone and human world."

"You can't be seriously defending them!" Dusk said pulling away from Clockwise. "Moments ago you were furious with them!"

"Of course I was angry with them, I still am. But I can't let my personal feelings interfere with my work. I have my duty that I swore to do and I won't turn my back on it no matter what."

Dusk stared at him in disbelief.

"You really are a fool. A complete and utter fool."

Clockwise gave him a hard look. He got out of bed and began to dress.

"Oh, so now you're angry because I won't suck up to the very ghosts who just hours ago attempted to kidnap my apprentice and had yours whipped for stopping them. They're selfish creatures who think nothing about others."

"They are an important part of the balance of the ghost zone."

"Yes, just keep telling yourself that like the obedient little dog you are."

Clockwise turned sharply.

"And you're any better?" He snapped back.

The silence in the room was long and hard as the two ghosts stared at each other.

"Get out!" Dusk hissed, his eyes blazing.

Clockwise gathered the rest of his things and left without another word.

Dusk sat there seething watching him. When the timekeeper closed the door he did the first thing he could do to relieve his anger. Grabbing the glass incense bowl from the nightstand he flung it at the door where it shattered upon impact. It didn't make him feel better.

"Damn you, you foolish Timekeeper!"

00000000000000000000000000000000000000000000000000 0000000000000000

I feel I should clarify on one thing. Dusk is less angry that Clockwise called him selfish (I'm pretty sure he is aware of it and probably slightly proud) and more angry that Clockwise compared him to the Observants. I'd probably be ticked too if someone compared me to them. Clockwise hasn't forgiven the Observants yet, he's just looking at the big picture. I should have the next chapter up soon. In the next week or so.


	5. Chapter 5

Welp here is the next chapter. Sorry about the wait but on the plus side it's a long one so I hope it you guys like it.

Nocturn, Vortex, Clockwork and the Observants all belong to Butch Hartman  
Clockwise and Dusk belong to Xwocketx  
Melplino belongs to me

For those of you who skipped it here is what happened in the previous chapter: Dusk is relaxing in the tower when Clockwise comes to the door. Dusk is confused at first as to why Clockwise is there because they are still enemies. Clockwise tells Dusk about what the Observants did to Clockwork. As they talk Dusk realizes how angry Clockwise is and tells him so. Clockwise denys it at first but Dusk tells him the reason he came was to something "unforgivable" to rebel against the Observants. Clockwise asks him what and Dusk kisses him and they have sex. Afterwards as they get into an argument when Dusk finds out that Clockwise still intends to work for the Observants. Clockwise says that he still has a responsibility even if he is angry at them. Dusk calls him a fool and Clockwise angrily responds by telling Dusk that he is no better than the Observants. Dusk yells at him to get out and Clockwise leaves.

00000000000000000000000000000000000000000000000000 000000000

Clockwork was miserable. He'd been trying unsuccessfully to fall asleep since his master had let a few hours ago, hoping that the sooner he went to sleep the sooner this night would be over and he'd be home. But try a he might he just couldn't get to sleep. His back hurt from the earlier beating and every time the guard outside moved his armor clanked keeping Clockwork awake.

Clockwork was to the point that he was ready to scream in frustration when he heard the guard outside of his cell speak.

"Sir what are you doing here? I…I mean is there something I can help you with?"

"I have merely come to check on the boy. Open the cell." Said the other voice.

"Yes sir!"

The cell door opened and the Grand Observant walked in. Clockwork lifted his head in confusion, not understanding why the Grand Observant of all ghosts would be here.

The guard stepped up to the Observant.

"May I help you with those sir?"

"No I can manage. Leave us."

Clockwork now noticed that the Observant held a tray with some bandages and a mug of something. The guard bowed and backed out of the cell closing the door. The Grand Observant stood there for a moment not saying anything. Clockwork watched him warily.

"I have come to see how you are doing. How do you feel?" The eyeball finally said, his voice neutral.

"Like someone had me whipped five times and locked me in a cell." Clockwork snapped.

"Well your tongue seems to be working properly. So glad to know that you did not lose that witty manner of yours." Grand Observant Alfa said sarcastically, setting the tray at the end of the bed. "Lift up your shirt, I wish to check your injuries."

Clockwork didn't move. He just narrowed his eyes at the guard. The Observant narrowed his eye.

"I will get the guard if necessary."

Clockwork hesitated a second more. Finally he sat up. Clockwork turned away from the other ghost and carefully lifted his shirt off, careful of his injuries. The Grand Observant began to unwrap the bandages around his chest. Clockwork tensed slightly at the touch from the clawed hand.

"Hm your wounds are healing quickly, good. They will be gone in a few days I will think."

"They still hurt."

"That they should or it would not be a punishment." Observant Alpha said applying a healing salve to Clockwork's back and rewrapping the bandages tightly making Clockwork hiss slightly in pain. He wiped his hands on a cloth on the tray. The older ghost then took the steaming mug from the tray and held it out to Clockwork.

"I have brought you some hot chocolate. Children like that do they not?"

Clockwork just stared at the other ghost suspiciously, not taking the cup. Was this guy serious? The Grand Observant sighed and placed the cup back on the tray.

"I know you do not like us and that you are angry. In some sense perhaps you have a right to be. I know we seem cruel at times but we do not act without reason. The punishment was harsh but you needed to learn the weight of your actions. If you stay on your current path then you only will cause more trouble for yourself and your master."

"What do you care!? All you ever do is order him about like a servant till he's exhausted and then you never even thank him!" Clockwork snapped.

"Just because we do not always show the proper gratitude to Clockwise does not mean we do not respect him. We are more than aware of his importance to us and the time stream."

"You still treat him like a servant."

"I will not deny that we do sometimes take advantage of Clockwise. But then again so do you." Alpha said pointedly.

"I would never take advantage of my master!"

"Oh but you do. You play pranks and act out to the other Observants because you know that you can rely on his protection, that he will speak up for you. Even today he tried to take the burden of the punishment on himself."

"But I didn't ask him to. I would never do anything to hurt my master!"

"Yet your actions put him in a situation that could have caused him pain had we allowed him to take the punishment instead of you."

Clockwork said nothing. He looked away. Observant Alpha spoke again.

"Do you know why we never act?"

"Because you took an oath." Clockwork replied tiredly.

"But do you know why we took the oath?"

Clockwork opened his mouth to speak and stopped. Clockwise had never actually explained that to him. Then again Clockwork had never thought to ask. The small timekeeper shook his head.

"We Observants have been around since the beginning of time. We were created alongside Clockwise. Our power is immeasurable. It is a great responsibility. It has the possibility of doing great good but in trying to do so we run the risk of doing great evil. So rather than run the risk we choose not to act."

"But Master is just as powerful as you and you let him get involved."

"Ah but your master as an advantage that we do not. He can foresee the consequences of his actions if he chooses to become involved. We can see the current timeline but not the other possibilities that lie ahead should that timeline change. That is why we formed the partnership."

"Partnership?" Clockwork asked.

"Yes, believe it or not Clockwise gains something from us as well. Clockwise recently informed me that you are now able to see the full time stream now is that correct?"

Clockwork nodded.

"Have you noticed any trouble concentrating on one period at the time?"

"Sometimes, they flow so fast I don't always catch it. Sometimes I miss things. Master says that's normal."

"He is right. Clockwise's job requires him to watch every time period past, present and future possibilities all at once. This makes it difficult to keep a constant eye on the current timeline. That is where we Observants come in. We observe the immediate timeline and alert Clockwise to anything that might affect it. By doing this we keep the balance of the universe. Also by not acting or forming any type of relationship we can act as a neutral party free of any type of distraction. Clockwise is a great ghost but he often lets his feelings and relationships distract him. For example, when he has to get you out of trouble."

"That's why you guys hate me, because you think I distract my master?"

"Believe it or not young timekeeper we do not hate you." The Observant said.

Clockwise raised an eyebrow at him. The Grand Observant coughed nervously.

"Well…most of us do no hate you. There are those like Observant Kai who do believe that Clockwise should be like us without ties to anyone or anything. But the rest of us do understand that Clockwise is not like us. He craves companionship that we cannot provide. You give him this. We also realize that nothing will last forever."

Clockwork didn't say anything. He sat considering the Observant's words. He didn't like the thought that one day Clockwise could be gone and that he would be on his own. Observant Alpha continued.

"I tell you this so you will understand. Your master will not always be there to protect you. One day you will be the master of time and it will be up to you to continue this balance. You will need to learn when to act and when to observe." He rose.

"I will leave you to process this information. You should try the hot chocolate before it gets cold. That particular recipe has always been a favorite of mine."

The observant had nearly made it to the door when Clockwork spoke up.

"Don't think that I'm going to let you guys walk all over me."

The Grand Observant chuckled. "Of course not."

"And I still don't like you guys."

"I assure you young timekeeper, the feeling is mutual."

He knocked on the door and the guard let him out. Clockwork sat there for a while going over what the Observant had said. He still didn't like the Observants; they were cold, creepy and bossy. And justify all he wanted to, Clockwork still thought a whipping a kid was a little extreme. Still, Clockwork couldn't deny that some of the Grand Observant's words did make some sense.

He looked at the still steaming mug of hot chocolate. Finally he lifted the glass and took a small sip. It was good. A thought occurred to Clockwork.

"How does he drink hot chocolate without lips?"

00000000000000000000000000000000000000000000000000 0000000000000000

The asylum really was one of Dusk's favorite places to go to relax. It was quite convenient that the humans chose to put their mentally ill all together in one building for him. Some of them even in the same room together. So many fragile minds in one place, many having already descended into complete and utter madness. Others, teetering on the brink just needing to be given a little push. And Dusk was more than happy to give it.

In the Asylums no one thought another screaming human in the night. Or when one of them simply stopped moving all together. These humans didn't commit these people because they thought they would get better. They simply wanted them out of the way. And if the person became completely broken well then it just made their job easier.

So it was here that Dusk could create his darkest dreams and nightmares. Twisting the mind of the chosen human over and over like an artist painting a picture. Showing the human his or hers worst fears and making them so real that the human would soon be unable to tell what was real and what was fantasy. It was work he normally relished in.

But today as he sat in the cold room playing with the mind of the human strapped to the bed he took no joy in the terror that he caused the man. The screams of the human did not do anything to lessen the anger he still felt.

What infuriated him the most was he wasn't even sure why he was upset! He didn't even know why he cared at the timekeeper's rejection. If he wanted to go crawling on his belly back to those disgusting eyeballs that was his business. They weren't lovers or even friends for that matter. He felt nothing but hate for the timekeeper and one night wasn't going to change that.

He focused his energy twisting the images in the humans mind. The man writhed in agony at the horrifying images that flashed before his closed eyes. Finally the human cried out one final time before his mind snapped completely and he collapsed limply onto the bed, his eyes rolling into the back of his head. His breathing still steadily continued but the man was not nothing more than a broken doll.

Dusk sneered coolly at his work as the bittersweet taste of the nightmare washed over him. The thrill that came with crushing a mind making him feel just the teeniest bit better.

"Impressive."

Dusk whipped around to face the speaker, his nightmares forming around his body hissing and ready to lunge the moment their master gave the order.

"Oh now that's a wonderful look. Truly terrifying. Had I been a lesser ghost I would be frozen in fear." The other ghost said as he leaned casually against the wall, seemingly oblivious to Dusk's anger at being spied on.

The comment and ghost's relaxed attitude infuriated the dream ghost further. What's more Dusk had never even sensed him approach. He hated the ghost already for that. He was the one who snuck up on people not the other way around!

"You dare to spy on me?!" He hissed at the intruder, his body ready to pounce. The nightmares hissed writhed about Dusk's body wildly, sensing their master's tension.

The other ghost seemed unfazed at the hostility in Dusk's voice. He simply smiled.

"I think it of less than spying and more as stopping to observe an artist in his craft." The strange ghost said.

"And who are you that has such an interest in this type of art?!" Dusk snapped motioning to the still human on the bed.

The ghost moved away from the wall and bowed dramatically at Dusk.

"I am Melplino: the Master of Emptiness."

"Never heard of you." Dusk said bluntly.

Melplino only chuckled.

"I've been away for a while. And who, may I ask are you my dark one?"

"Dusk, and I am not YOUR dark one."

"Ah, Dusk the Master of Nightmares and Dreams," Melplino purred. "I have indeed heard of you. Such a lovely and fitting name for I feel as if I have walked into a dream."

Dusk Snorted at the cheesy line, relaxing just a bit. "Do you normally wander about mental wards in the human realm spying on other ghosts?" The dream ghost asked.

"I'm actually feeding and regaining energy myself."

He walked up to Dusk who tensed as the other ghost approached him. Melphlino walked past the dream ghost over to the human behind him. The man laid perfectly still, eyes rolled into the back of his head. The only sign he still lived was the steady rise and fall of his chest.

Melplino placed one of his long clawed fingers on the human's chest. A dark mist began to form where the claw touched flowing from the human into the ghost. Long cracks began to form along the human's body and the humans eyes widened as he gasped for breath. When he had finished the humans breathing had stopped and he lay completely still. The ghost then removed his hand from the human's chest and tapped the forehead with one of his fingers. What was left of the human seemed to crumble like broken pottery. Dusk raised an eyebrow.

"Interesting." He said.

"It helps me build my strength. I'll admit my tastes normally go for a different flavor but these humans can be quite…filling" Melplino said shrugging, "Besides I do love to bring a bit of emptiness to the world. And I do have a lot of catching up to do."

"Been away that long have you?"

Melplino gave a mischievous smirk. "You have no idea."

"Try me." Dusk said leaning against the wall, finally allowing his nightmares to vanish.

"Let's just say that the Observant's and their pet timekeeper did not appreciate the beauty of my work." Melplino answered with a slightly bitter look on his face.

"Not a fan of the Observants are we?" Dusk asked.

"They are less than high on my list."

"Well then we have something in common."

"Do we now?" Melplino asked once again smiling and leaning closer to Dusk. "We have much to talk about then."

00000000000000000000000000000000000000000000000000 0000000000000

"I hope Clockwork will be okay." Nocturne said glumly. "Do you think him feeling bad has something to do with yesterday?"

"Who knows?" Vortex answered.

The two ghosts where hanging out in the dark forest outside of Dusk's castle. After meeting up that morning they had gone to the Clock tower to check on their friend. Clockwise had sent them away saying that Clockwork was not feeling well and told the dream and weather ghosts that they could come back and visit in a few days.

Still wanting to stay out of the Observant's way Nocturne invited Vortex back to the Dream zone of the ghost zone to see his home. He was now showing all his favorite hiding spots in the Dark Woods.

"This is the Moon Lake." Nocturne said pointing to the lake that stood outside of the property. It lay on the edge of the forest with a path running up to the castle. Next to the path was a base with two statures on top back to back. They looked like two angels. One held her face in her hands as if weeping the other had her arms out as if to attack with a monstrous look on her face. It was at the base of these two statues that the two ghosts sat talking.

"Why is it called the Moon Lake?" Vortex asked.

"Because when the moon is full it reflects on the entire lake and makes the lake look like a giant moon." Nocturne explained.

"Oh." Vortex said looking at the surface of the water. No moon shone now since it was daytime. However being in the Ghost Zone there was no sun either, simply flowing lavender and blue clouds that shown with a silver hue. "I've never seen the moon before."

"Well it doesn't shine in other parts of the Ghost Zone only here. And not many other ghosts come this way cause they're scared of Master Dusk."

"Aww how scary can a dream ghost be." Vortex scoffed.

Nocturne bristled at this.

"You've never met my Master, he's really scary. He's the most frightening ghost in the Ghost Zone. Even the Observants are scared of him."

"Well I hope he's scarier than you are." Vortex teased.

"I'm very scary!" Nocturne exclaimed.

"As scary as a tiny sparkly shadow can be."

"This coming from a giant fuzz ball?" Nocturne stated sticking out his tongue at Vortex.

"Vortex is not a fuzz ball!" the weather ghost yelled.

"Fuzz ball, fuzz ball." Nocturne sang flying off. He had to duck quickly as a snowball the size of his head was thrown at him.

"Hey no fair!" Nocturne cried.

"What's wrong can't do anything but blue sparkle dust?" Vortex taunted.

"It's dream dust. And let's see you try this." Nocturne said making a swiping motion with his hand. A crescent shaped energy beam flew at Vortex smacking the weather ghost right in the forehead knocking him back into a tree stunned.

"Now who's not scary?" Nocturne jeered as her hovered slightly above Vortex.

The weather ghost sat up and shook his head.

"Oh so we are playing rough now?" He said with a smirk. He stood and began to form a twister.

"Bring it on." Nocturne said grinning.

He began to form a ball of blue energy and fired it at Vortex who sent the twister forward at the same time. The two energies met but instead of dissipating or exploding they merged. Both boy's eye's got wide at the swirling mass of energy headed toward them.

"Look out!" Vortex cried knocking Nocturne out of the way. They fell into the lake with a splash. The energy twister crashed into the angel statue causing an explosion and completely destroying it. The boys viewed the wreckage from the surface of the water.

"Oops."

00000000000000000000000000000000000000000000000000 0000000000

"So you're the ghost who attacked my Nocturne and caused him to almost be arrested?" Dusk said with a frown.

"I certainly apologize if I frightened the little one. I only chased him around a bit. I shall make sure to apologize next time I see him." Melplino said with a light laugh.

"Just stick to chasing the time brat." Dusk said.

He and Melplino stood on the top of the asylum. Dusk lounged on top of the surrounding wall while Melplino leaned against it. The two had been through the asylum torturing and feeding off the humans. Dusk had to admit the Master of Emptiness was not all that bad to be around. Melplino had a ruthlessness that Dusk did not see in every ghost. And they both shared a love or torture.

"I had not realized that the Observants had tried to seize your young apprentice after I left. He was able to escape I hope?"

"He was. Though that they would have the gall to even go after Nocturne is infuriating. Those one eyed vermin are beginning to tread on a very thin line."

"Well my darling Dusk, perhaps you and I could do something to knock those annoying nuances off their pedestal, permanently."

"A lovely thought but unrealistic. Individually they are weak but together they are too strong." Dusk scoffed.

"I'm stronger."

Dusk snorted. "You're a cocky fool."

"I speak the truth though I am weak now when I am at my full power I am unstoppable."

"As much as I'd love to be rid of those annoying Observants for good, I prefer to pick battles I know I can win."

"Oh really?" Melplino asked. "I've heard you battle the timekeeper often enough."

"The timekeeper is not stronger than me; he just gets lucky from time to time!" Dusk snapped. His attitude turning sour at the mention of the Clockwise.

"And here I was starting to worry that you had a soft spot for the old ghost." Melplino said baiting Dusk.

Dusk stood angrily.

"I despise the timekeeper!" He hissed.

Melplino smiled. He came up behind Dusk placing his hands on his shoulders.

"Then why not help me bring him down? Let us be rid of both him and the Observants."

Dusk didn't answer; he simply shrugged the other ghost's hands off feeling uncomfortable at the physical contact. Melplino ignored this action and continued.

"There is an artifact in their possession, one of immeasurable power that they stole from me. Once I have it again I will be able to regain my full powers. And you and I can destroy those miserable peacekeepers and rule the ghost zone together."

"And how do you intend to retrieve this possession of yours." Dusk asked doubtfully

"Well I was hoping you could assist me with that. After all who could better sneak into one of the most guarded places in the ghost zone than two creatures of our talents?"

"So this wasn't just a chance meeting was it?" Dusk said with a cold laugh.

"I'll admit I simply did not stumble upon you. I did not lie when I said I had heard of you and your run in with the Observants and the time master. I became curious and sought you out. And after seeing you I am positive there is no better partner for me. Who better to bring down order than two creatures of the shadow such as we?"

Dusk turned away.

"It's still risky."

"Not afraid are we?"

"I fear nothing!" Dusk said turning to glair at the other ghost.

"Then why the hesitation? After all a little risk is what makes it all the more fun."

Dusk considered the other ghosts words. In the past he would normally jump at the chance to be rid of the Observants. So why was he hesitating now? Was it the fight with Clockwise, or something else?

Melplino seemed to sense his hesitation.

"Perhaps you need more time to consider the offer. After all I still have much strength to regain. Take some time and think it over. My temporary residence for now is a ruin in the center of that forest." Melplino pointed to a forest at the edge of the town. He then turned back to Dusk.

"Take all the time you need, I'll be awaiting your response." With that Melplino disappeared into a ball of mist.

Dusk watched the ghost go.

"And I thought I was dramatic."

00000000000000000000000000000000000000000000000000 00000000000

Later that evening Dusk sat in the library pondering the day's events and the other ghost's offer. He could not understand his hesitation to accept. Suspicion perhaps, after all how well did he know this other ghost? It was true that he and Melplino shared a great deal in common. Power, ruthlessness, bloodlust, a hate for order.

Melplino would have been an ideal partner back in his younger days. Centuries, even hundreds of years ago he would have jumped at the challenge to go up against those Observants and put them in their place. But now he was holding back. There was something about the other ghost that caused Dusk's instincts to scream out. Fear? Dusk scoffed at the idea, he feared no one. Trust perhaps. But then again dusk was not the most trustworthy of ghosts. There was only one being in the entire universe that he put ahead of himself.

A full tea cup was placed on his armrest knocking him out of his thoughts. He looked over and saw a pair of red eyes peeking over the side of the chair watching him. Dusk smiled and held his arms out to the smaller ghost. Nocturne climbed into his master's lap and snuggled happily into his master as Dusk wrapped his arms around the smaller ghost. They sat there cuddling like that for a few moments before Nocturne finally spoke.

"You left me behind today." He said pouting.

"I'm sorry," Dusk said as he ran his hands through Nocturne's hair absentmindedly., "I needed to be alone for a bit."

"You went to the asylum today. You know how much I love to go to the asylum." Nocturne said glumly picking at the fabric of the chair.

Dusk smiled at his apprentice.

"I promise I'll take you next time and you can torture prisoners to your dark little heart's content."

"Promise?" Nocturne said looking up at his master.

"Promise." Dusk said placing a kiss on the top of the smaller ghost's head.

This seemed to content Nocturne who snuggled deeper into his master's arms watching the purple glow of the fire.

"So what did you do to occupy yourself after I heartlessly left you behind?" Dusk asked.

"Vortex and I tried to go to the clock tower to check on Clockwork but Clockwise said he wasn't feeling well so instead I showed Vortex around the grounds."

"Vortex? That's your new friend you mentioned the other day isn't it?"

"Uh huh, he's a weather ghost. He's got some really neat powers but sometimes they get out of control. By the way do you remember that statue over by the dark lake?"

"Ah yes the weeping angels. I liberated that from a human artist a few hundred years back. It's always been a favorite of mine. What about it?"

"Um…nothing."

Dusk crooked his eyebrow but decided not to press the matter for his own mental health. Instead he let his mind wander as he held his apprentice.

Yes, in the past he would have jumped to do something as reckless as taking on the Observants. But he didn't have Nocturne then. If things went bad and Dusk ended up captured or worse, Nocturne would be left on his own. Or even worse the Observants would blame Nocturne as well as Dusk and punish him also. They had already shown that they had no qualms harming a child if they thought him guilty. And Dusk would rather cut off his own head than have any harm fall on his apprentice he had grown to love.

He had first created Nocturne as a way of competing with Clockwise. When he saw that the timekeeper had formed an apprentice he had decided that he could show the timekeeper that not only he could make one too but he could make one better. The thought of having an apprentice to boss around had sounded appealing too. What he had never imagined was how much the small ghost would change his life. How proud he would feel with every new power Nocturne mastered, how much he enjoyed spoiling the little ghost, or how worried he would get when Nocturne came home late. He had never realized how lonely he had been.

Dusk had not realized how much he had become attached to his apprentice until he had gone missing. The feeling that Dusk had felt when the circus owner had tricked him into believing Nocturne gone forever had been the worst feeling Dusk had ever known. It had been as if his entire world had collapsed.

He looked down at Nocturne. The smaller ghost had fallen asleep in Dusk's arms. The Dream keeper placed a light kiss on his forehead and wrapped his arms around Nocturne protectively.

Dusk was still a selfish creature who could care less about the needs of other ghosts. But Nocturne wasn't other ghosts, Nocturne was his. And Dusk would do _anything _to protect him.

00000000000000000000000000000000000000000000000000 000000000000000

In which the author plays devil's advocate for the Observants, Melplino and Dusk meet, Nocturne and Vortex break stuff, and the author tries to make up for all the violence and smut with some Dusk/Nocturne cuddles.  
I'm not sure when the next chapter will come out. My Grandfather has been ill and my job has been stressing me out so I've had a bit of a block lately. One of the few things keeping me sane is the support of my wonderful boyfriend. I still intend to continue the story and I have the next chapter in my head I just haven't been able to get it down on paper or computer. I'm considering taking a step away from it for a two or three weeks to work on one of the other side stories I've had in my head or to concentrate on my jewelry. And then come back to it with a fresh mind. Don't worry I'm not giving up on it, I will continue this to the end.


	6. Chapter 6

Yay I got my muse back! Sorry for the long delay. And here is chapter six.

Clockwork, Nocturne and the Observants belong to Butch HartmanClockwise and Dusk belong to XwocketxMelplino and Castelliana belong to me

As the world began to form so did other ghosts.

First, came time, for the moment that existence begins so does time. And with time came Clockwise Master of Time, charged with keeping watch on the time stream. He existed in every timeline and possessed the gift to see past, present and future possibilities all at once. This gift allowed him to guide the timeline down the proper path.

Next, came order. And to keep this order, the Observants, one eyed Cyclopes who with their large single eye could observe all. They assumed responsibility the world. To uphold this responsibility they took an oath to watch but never act lest their actions affect the order.

Then, came creation. Many different ghosts formed at this time, all with the power to create. One of these was the weather ghost Castelliana. She was a wild and untamable creature much like the weather she created. It was she who sent rains where it was dry and blew wind to carry the seeds across the earth. She loved her weather above all else.

Following creation, came destruction. For creation and destruction follow hand in hand. Many dark and destructive ghosts came from this. Others would form later. The most dangerous of this was Melplino: The Emptiness. For when he destroyed he left nothing. And you cannot rebuild from nothing.

In the beginning, Clockwise and the Observants did not realize how dangerous Melplino was, for he was careful. He moved in the shadows, gaining power by feeding on other ghosts and spirits. But the lower level ghosts and demons he fed from could not give him the power that he craved. He knew to bring emptiness to the world he would need a more powerful ghost. It was then that he set his eyes on the weather ghost Castelliana.

Being an ancient and elemental, Castelliana had great power. Melplino lusted after this power. He knew however that she would not be an easy ghost to defeat. So he did what he did best. He plotted.

Melplino approached Castelliana and declared his love for her. She chased him off with a tornado. But Melplino was patient if nothing else.

For months he pursued her. Telling her of her beauty and how she had captured his heart. Each time she chased him away, sometimes with a thunder storm, a blizzard, or the occasional hurricane. Still he pursued her.

Finally she grew weary of his persistence. She declared him a fool and told him if he wanted to follow her then it was his business but he would be wasting his time for she would never love him. Melplino told her that if he could just be near her then that would be enough. She told him to do what he wanted.

This was Melplino's first victory and Castelliana's final mistake.

Over time Castelliana began to grow accustomed to Melplino's presence. It was nice to have an audience to compliment her weather. He even presented her with a gift, a dark sphere that shone like opal. He asked her to always keep it with her as a sign of his love. She consented to do this, keeping it with her at all times.

His presence soon became a comfort she was glad for. Even more so since lately she had begun to feel weaker and weaker. She was grateful for Melplino's attention and caresses the weaker she became. Little did she know that it was the man who she relied on that was causing her illness, feeding on her through his "gift." She became so weak that she could no longer control the weather. Drouts dried up the land, rivers flooded, acid rain fell. The human world was in chaos.

This drew the attention of the Master of time who became worried about his friend. It was unusual for her to let her weather get out of control like this. So he went to visit her. The Time Master was shocked to find her in such a weakened state. Her eyes that used to flash like a lightning storm were now dull and tired. It seemed as if she could barely lift her head to greet him. She apologized for her weakened state. She did not know what had come over her, had it not been for Melplino she is now sure what she would have done. The timekeeper's name perked up at the other ghost's name. Melplino? He asked.

Castelliana nodded. She told him of Melplino's attentions and his gift. Clockwork began to become more worried the more he heard. He had been hearing rumors of a ghost that drained the life of smaller ghosts leaving nothing but emptiness. It was possible that Castelliana had been deceived. When he told her of this he shook his head in disbelief. It couldn't be possible. Melplino had been taking care of her all this time. Clockwise asked when the illness started. Castelliana thought for a moment then her heart sank. It had begun less than a month after she had let Melplino remain with her.

Suddenly there was laughter from behind him. Clockwise turned to find the Master of Emptiness behind him, laughing maliciously. In his hand he held a sphere that shone with multiple colors. The ghost radiated power more power than Clockwise had ever felt.

So it is you, the time master said, that has weakened Castelliana like this?

The Master of Emptiness laughed coldly. Yes, He boasted coldly. He used the weather ghost's affections to drain her of her elemental magic. It had been relatively simple to play with the other ghost's feelings. And with her elemental power he was now strong enough to bring about a world of emptiness.

Castelliana's eyes widened at Melplino's confession. His words twisted in her heart like a dagger. For the weather ghost had believed the other's words of affection, when he told her that he loved her. And what hurt most of all was that despite all of her protests, she had begun to love him back.

The Master of Time saw the look of pain in his friend's face from her lover's betrayal and felt rage boil within him. He turned to Melplino and declared that he would make the ghost pay for what he had done. He would defeat Melplino and bring peace and order back to the world.

The Master of Emptiness laughed at this. Nothing, he declared could defeat the Emptiness. And with those words he struck.

The battle was a mighty one. Melplino and Clockwise met each other blow for blow. The very core of the ghost zone seemed to shake with each blow and for the longest time the two seemed evenly matched. Little by little however Melplino, fueled with Castelliana's power and the power of all the ghosts he had drained, began to overpower the time ghost. With each hit the Time Master began to weaken and it seemed as if the world would fall to emptiness.

As Castelliana watched helplessly on the sidelines determination began to swell within her. Fueled by rage for Melplino's deception and concern for her friend she began to summon the last of her power. She created a great storm of wind and ice and trapped Melplino within the center. As Melplino fought to escape the storm a great chunk of hail knocked the sphere from his hand.

With Melplino unable to draw power from the sphere Clockwise was able to defeat Melplino and seal him away within an enchanted mirror. Ending the battle.

The victory however came at a heavy price. Castelliana, having used the last of her power to summon the storm could no long hold a celestial form. Her body faded away and the remainder of her spirit formed into clouds and wind that flew freely thought the ghost and human world. Leaving Clockwise to mourn the loss of his friend.

The Master of Time presented the mirror and the sphere to the Observants who hid the objects away. Thus bringing peace once again to the world.

"This makes you sound very heroic." Clockwork commented as he finished reading. He put the tome down and looked up at his Master who was working on a nearby monitor.

Clockwise chuckled.

"The great Archivist always did have a flair for the dramatics. Though admittedly, the battle was nowhere near as glorious. I spent most of that battle on my back. I was still a young man at the time and had little experience with combat. Had Castelliana not intervened I doubt we would have been able to defeat Melplino." He said with a sad smile.

It had been three days since Clockwork had been released from the Observatory after his punishment. His wounds had quickly healed though; Clockwise still insisted that the young ghost take it easy. The young timekeeper had protested, insisting that he help his master locate Melplino. They had argued back and forth until on the subject for almost an hour.

"_Clockwork, I've told you before, I don't want you to worry about this. It's not your responsibility."_

"_Yes it is!" Clockwork insisted, turning to face his master. He gazed down a bit._

"_As much as I hate to admit it, we are partially responsible for Melplino's escape. We should have never been in that cave in the first place.""Clockwork you couldn't have known…" Clockwise began. _

_Clockwork interrupted._

"_But it's not just that. It's also my responsibility because I am a timekeeper and it's my job to help you with the time stream."_

"_Clockwork you are still far too young to carry such a heavy burden."_

"_I don't want to carry all of it, just enough that you don't have to carry it alone!"_

"_Clockwork…"_

"_No, you need to listen. You're wearing yourself out. Even more so than usual. If you keep going at this pace by yourself you're going to burn out. You can't keep trying to keep the entire world on your shoulders. Please Master, you created me so I could help you so let me help you!"_

_Clockwise studied the determined look on his apprentices' face. He had not realized how much Clockwork had matured up to this point. Clockwise smiled._

"_Okay."_

"_What?" Clockwork asked, shocked._

"_I know when I'm beat."_

"_Really?"_

"_Really," Clockwise said, flying to the top of one of the bookshelves and pulling out an old book. "To begin, you need to learn more about Melplino. We'll start at the beginning."_

After giving in Clockwise had given Clockwork the record of Melplino's history so that the child could learn more about the other ghost. Clockwork was intrigued. Not only had the story given him some insight of Melplino, but he had learned a bit of his master's history as well. It made Clockwork want to learn just a bit more about him.

"Sooo Master, you and Castelliana. Just how close were you two?" Clockwork asked.

"What do you mean?" Clockwise asked, turning around.

"Were you and she…you know?"

"Clockwork you're going to need to be clearer."

"Was she your girlfriend?"

A slight blush covered Clockwise's cheeks. He frowned.

"No, nothing like that. Truth be told we were too different. She was a free spirit and hated to be tied down and I was content in my role as timekeeper. She was a friend and I had great respect for her. But it was nothing beyond that." Clockwise explained.

"Oh." Clockwork said.

They sat there in silence for a few minutes. Clockwise poured himself a cup of tea from the pot at his desk. Clockwork studying his master became even more curious.

"_Have _you ever been involved with anyone?" He asked.

Clockwise choked on the tea he was drinking. He sat there coughing for a few minutes trying to catch his breath.

"Is that a yes or a no?"

"W...where on earth did that question come from?!" Clockwise stuttered.

"Just curious. Have you?"

"N…no! Of course not!" The time master answered a little too quickly. Clockwork looked at his master suspiciously.

"Are you telling the truth?" He asked

"Of…of course," Clockwise said nervously. He shook his head. "Do you even know what being involved with someone means?"

"Of course," Clockwork said matter of factly, "It means taking someone as a lover whether long term or just for the night."

"Clockwork!"

"I don't see what you're so embarrassed about Master. Sex is a completely natural thing. After all, every creature human and ghost feel some type of lust and…"

"Stop, please stop!" Clockwise interrupted, pinching the bridge of his nose his face now bright red. "This is not a conversation I feel comfortable having with my ten year old apprentice! Where did you even learn about those things? Because I know I certainly haven't taught you."

Clockwork shrugged. "I've read about it."

"Well, let's avoid those types of books for a few years shall we?"

Clockwork shrugged, still not really understanding why the subject made his master so nervous.

Clockwise coughed nervously as he tried to compose himself. Where on earth had his apprentice learned to be so blunt about such subjects? He made a mental note to go through the library and find these books that Clockwork had mentioned so he could put them away for a couple years.

"Now back to this Melplino business." Clockwise started, changing the subject. "At the current time it's not so much an issue of battling him, but of finding him. In his current form Melplino is fairly weak. However should he recover his sphere he will become more and more powerful. If we can find him before that then we can end this quickly."

"So we just need to figure out where to look." Clockwork said pulling out a quill and parchment. "Any ideas?"

Clockwise thought for a bit.

"We should look for powerful ghosts. Melplino can drain beings on his own but he only gains as much power depending on the ghost's strength. The higher the level ghost the more power he gains."

"So we should look for high level ghosts."

Clockwise nodded, "He will attach himself to the high level ghost and over a period of time drain their power thought deception. Similar to a leech. Once he has gathered enough power he will attack."

"Well that narrows it down quite a bit. There aren't that many really high level ghosts." Clockwork began to make a list. "There's you and the Observants. Pariah Dark is pretty powerful but the Observants sealed him away in the sarcophagus of forever sleep a few years ago. There are plenty of elementals that he could try for again and the Archivist is pretty powerful though not as strong as you."

Clockwise smiled and watched his apprentice work, a sense of pride welling up inside of him. Clockwork had such serious look on his face as he concentrated. It really had been foolish of Clockwise to think he could do this on his own. He realized now that Clockwork was more than capable of helping.

Clockwork stopped writing and looked up with a curious expression on his face.

"What about Dusk?" He asked.

"Dusk?" Clockwise asked, knocked out of his thoughts.

"Yeah I mean, he's a pretty powerful ghost and he likes to get into trouble. Melplino could use that to get at him."

"Hmm that is true…though Dusk tends to be a loner and he's not so easily fooled."

"But you said it yourself, Melplino is tricky. It might not hurt to warn him." Clockwork said.

Clockwise looked at his apprentice.

"Why Clockwork, are you worried about Dusk?"

"What? No! I'm just saying it makes sense. Plus if he does go after Dusk then that'll put Nocturne in danger too."

Clockwise considered this. His apprentice had a point. Dusk was a powerful ghost, almost if not more powerful then Castelliana had been. If Melplino were able to drain his core he would be unstoppable.

Not only that, Melplino had been sealed long before Dusk had formed. Dusk had never interacted with Melplino so the Dream ghost had no idea of how dangerous he could be.

The older ghost sighed. He really didn't want to approach Dusk so soon after their…incident, but Clockwork was right. Dusk should at least be warned. Clockwise was unsure why but he knew he would never forgive himself if something happened to the other ghost. Besides he'd have to face Dusk eventually.

"All right, I'll talk to him tomorrow."

This was going to be very awkward.

So here we have a bit of history and a new character. I credit Pebblepaw with the inspiration for her. They were asking me all sorts of questions about about Vortex having a master that he never knew so the gears started turning. How she is Vortex's master will be revealed later in the story.

My boyfriend also was inclined to point out that I tend to kill my female OC's. It's not intentional I swear! *laughs nervously*Also I felt like torturing Clockwise a bit. XD

According to Xwocketx Clockwise tends to get really embarrassed about anything related to sex. (last few chapters being the exception) And I just had this head cannon of Clockwork being one of those logical kids who will ask all kinds of embarrassing questions and doesn't understand why people feel uncomfortable answering him. At least not till he's older and gets a firmer concept of what exactly sex is.


	7. Chapter 7

Finally some inspiration back on this story. It was driving me crazy.  
So here it is. Chapter seven.

Nocturne, Vortex, Clockwork and the Observants belong to Butch Hartman

Clockwise and Dusk belong to xwocketx

Melplino and Castelliana belong to me

Melplino paced the floors impatiently. It had been over a week since his conversation with Dusk and there had been no sign of him since. He had been sure that the other would accept his offer but still the dream ghost did not come.

Melplino growled in frustration and kicked a piece of observant armor out of his way.

This wasn't good. A group of them had come dangerously close to finding his hideout. He had drained them all easily, but it was still too close for comfort. He was still too weak and the humans and weaker ghosts he had been feeding on did not give him enough energy. Time was not a luxury he had this time. Clockwise was sure to be searching for him. He needed the dream keeper's help and power to recover his sphere. Clearly Dusk wasn't going to be as easy to manipulate as the weather ghost had been.

He continued to pace. This was not exactly a bad thing of course. It had really been so long since he had a proper challenge. Really it would have been boring if the same trick had worked so easily the second time around. And Melplino was very good at being patient. Oh he still intended to enjoy his fill of the dream keeper before draining him completely. He was really to pretty a ghost not to play with a bit. And so deliciously full of darkness and anger. Oh yes he would take his time with the lovely dream ghost and his sweet little apprentice. Children did always make such a delicious meal, so full of energy.

Melplino stopped pacing, he started to smile. Of course, the child! That was the key to bringing the dream ghost to his side. From what he could learn from his informants/victims Dusk was incredibly protective of his apprentice to the point that he had nearly stormed the Observatory when he suspected them of taking him. That was it. The chink in the dream ghost's armor. He walked over to the debris and picked up an observant guard helmet.

"Perhaps a change of tactics is required."

"But we haven't seen you all week." Nocturne whined. He tossed a ball of energy toward Clockwork, the ball turned a light purple and blue. The time apprentice tossed it lazily to Vortex.

"I know I'm sorry. It's just I've been helping my master try to find that ghost from the cave. We haven't been having any luck." Clockwork explained. He sighed. After a full week of research with no results, Clockwise had finally insisted that Clockwork take some time out to relax while he checked in with the Observants. Clockwork had protested a first but at his master's insistence he finally gave in. He kept quiet about the fact that he had also needed a few days to recover from his injuries in the tower. Nocturne didn't know about his punishment. Clockwork hadn't told him because he didn't want the other ghost to feel guilty.

"Is it really that bad? I thought your master could see everything?" Vortex asked catching the energy ball. It sparked a bit with lightning as he caught it. He tossed it to the smaller dream ghost who caught it turning the ball a dark shade of purple.

"He can…well he could. Something is blocking everything. I think it has to do with Melplino."

"You think he's doing something to block the time stream?" Nocturne asked.

"Or will do. Time can be tricky like that." Clockwork explained.

"Sounds complicated." Vortex said, "Makes me glad I'm a weather ghost. All I have to do is make lots of awesome weather."

"Speaking of which, I've been meaning to ask you something, Vortex." Nocturne said changing the subject as he tossed the ball back and forth between his hands.

"What's that?" The weather ghost asked.

"You've always been alone, right?" Nocturne asked his friend curiously.

"As long as Vortex can remember."

"Then how did you get your name?"

"When Vortex woke up he was in the middle of a swirling storm, it felt so comfortable being in the Vortex that Vortex picked that for his name."

"How did you know that it was called a Vortex?" Clockwork asked curiously, catching the ball of energy as Nocturne tossed it to him.

"The wind told me."

"The wind?" Nocturne said cocking his head to the side.

The weather ghost nodded. "Vortex can understand the wind. It tells Vortex things about weather and shows him how to use powers. That is why Vortex is never truly alone because he has the wind to help him."

"So the wind is kind of like your master." Nocturne said cheerily.

"Vortex never thought of it that way." The weather ghost said cocking his head to the side as he thought. He smiled. "Vortex likes that. The wind is Vortex's master."

Clockwork said nothing for a few minutes. He wondered for a few minutes if he should tell Vortex about Castelliana. He decided against it. She faded long before Vortex had ever been created. What good would it do him to know about her?

"Speaking of masters," He asked, "What did Dusk say when Clockwise came to warn him about Melplino?"

"What do you mean?" Nocturne asked.

"Clockwise said that he was going to talk to Dusk to warn him not to trust Melplino if he approaches him." Clockwork explained.

Nocturne shook his head.

"I haven't seen your master since you were taken by the Observants. And I've been with Master the past few days."

"That's strange. He said he would do it a few days ago. It's not like him to put things off." Clockwork wondered.

"Maybe he forgot. You said that you and he have been busy looking for that other ghost."

"Maybe."

"Why don't I give Master Dusk the message for you?" Nocturne said encouragingly.

"Okay. Tell Dusk that if Melplino approaches him trying to make friends not to trust him. He likes to pretend to make friends with other ghosts but in reality he's draining their power. Dusk is a pretty powerful ghost so master and I were worried that

"Okay, I'll tell him." Nocturne said with a smile. "Now, who's up for game of skull smasher?"

A few hours later Nocturne let himself into the castle shutting the large door behind him.

"Master?" He called out. There was no response. There was no surprise Nocturne figured his master wouldn't be home yet for another few hours. He had told Nocturne that morning that he was going to gather moon crystals. When absorbed into the body moon crystals made their dream Dust more powerful. They could be found in a cave far into the dream zone and were very difficult to harvest.

Nocturne was not yet strong enough to go with him to help his master gather them so Dusk had to gather the stones alone. The chore could take most of the day. So his master probably would be home for another few hours.

Nocturne smiled. Maybe he could take the time to surprise his master by making some of his favorite cookies. He was about to make his way to the kitchen when a sound from behind him made him turn. He froze at the sight, his core turning cold.

Melplino stepped out of the shadows and walked toward him slowly, a cold smile on his face.

"Hello there my little friend. How nice to see you again."

"It's you!" Nocturne cried, "What are you doing here?"

"Why I just came for a little visit. I met your master the other day and we became quite friendly." Melplino said still smiling.

"You don't fool me. Clockwork told me all about what you do to other ghost's. And I'm going to tell my master so you can't hurt him!" Nocturne spoke up bravely.

"Such a loyal little apprentice aren't you? You want to protect your master, but who's going to protect you?" His smile grew wider, his several rows of teeth starting to form.

Nocturne backed away from the other ghost eyes wide with fear.

"Stay back!" Nocturne cried.

The larger ghost kept walking toward the Nocturne till he was backed into a corner.

Nocturne looked side to side trying to find a way out. Finding none he took the next step from his instinct. He lunged at the other ghost with a hiss. Melplino dodged nimbly out of the way.

"I'm not going to let you hurt my master!" Nocturne growled, forming a ball of energy in his hand.

"So you want to fight do you? Let's see what you can do." Melplino said with a grin.

Nocturne fired the ball of energy at the other ghost. It struck right in front of Melplino raising a thick smoke and temporarily blinding him. Nocturne jumped through the smoke and slashed at the other's face.

Melplino had not expected the smaller ghost to attack him head on. Surprised, he just barely moved out of the way in time. Nocturne managed to catch him on the cheek bringing up a thin cut.

Melplino looked at the smaller ghost in shock for a moment. He felt his cheek where a thin line of ectoplasm had begun to form. He then threw back his head and laughed.

"So the child has some bite. How adorable."

Nocturne faced him, his hands up in battle stance. Once more Nocturne began to form energy in his hands.

"Ready for another go are you?" Melplino said at Nocturne's stance. He took a battle stance of his own. "Okay, lets play."

Nocturne launched two crescent shaped energy attacks at Melplino, who easily dodged them, disappearing.

Nocturne's eyes widened and he franticly searched around the room trying to locate the other ghost. Suddenly he was hit from behind knocking him into a nearby book case. Nocturne sat up clutching his side where he had been hit. Melplino stood where Nocturne had been. He began to walk over to the smaller ghost who scrambled back trying to get away.

"Aww, is that it? What happened to that fighting spirit you had just a moment ago. Don't tell me you're giving up."

Nocturne was trying to recover from the blow. The other ghost had been so fast. He suddenly remembered the scene in the cave where Melplino had easily defeated the Observant guards, leaving behind nothing but their armor. Nocturne gulped. He had no chance against the other ghost. He _had_ to get out of here and warn his master.

The dream ghost looked around frantically as the other ghost approached. He then noticed the chandler hanging from the ceiling, glowing faintly with purple candles. He powered up another attack and launched it at the chain connecting it to the ceiling. It sliced through the metal causing the entire thing to drop. Melplino saw the large chandler beginning to drop and jumped out of the way. It landed on the ground with a huge crash sending shards flying in every direction.

Nocturne tried to take the opportunity to fly way but he found his wrist grabbed and pinned behind him. He struggled desperately trying to escape.

"None of that." Melplino said with a firm shake. "As fun as this was I need you unharmed for now and that would be very difficult to do if you continue to fight."

"You won't get away with this, my master will come and find me." Nocturne said as he continued to struggle. Melplino gave a hard chuckle.

"Why my dear child that is precisely the point."

Dusk flew back to his castle, the bag of moon crystals at his side. Gathering moon crystals was such a tedious chore. He couldn't even get his dreamwalkers to do it because they dissipated anytime they entered the dream cavern. If it wasn't for the boost that they did for his dream dust he wouldn't even bother. Luckily he only had to gather them once every few months.

He felt a twinge of guilt for leaving his apprentice behind once again. Nocturne had told him he understood but Dusk could tell the smaller ghost had been disappointed. Maybe he could make it up to him by taking him out to the asylum an letting Nocturne torture some prisoners. He'd even show his apprentice how to properly break a human's mind with one nightmare. Nocturne would love that.

He landed in the courtyard in front of the castle and floated to the door. Before he could place his hand on the door it opened on its own. Dusk frowned. Nocturne never left the door open. Carefully he opened the door the rest of the way. His eyes widened at the sight.

The castle was a mess. Furniture was torn, there were blast marks on the floor and walls, and the chandler was smashed on the ground. Worse yet, there was no sign of his apprentice.

"Nocturn!? Nocturne! Where are you!?" Dusk cried. He flew into the room and began to desperately sort through the wreckage trying to find his apprentice.

"He's not here." Came a voice from the shadows.

Dusk turned. His eye's glowing bright read.

"Who's there?!"

Melplino entered from where he had been waiting in the other room.

"What are you doing here?" Hissed Dusk, ready to strike the other ghost. "Is this your doing? Where is Nocturne?!"

Melplino held up his hands in defense and shook his head sympathetically.

"It was like this when I arrived. I was simply coming to see if you had given any thought to my offer when I found the destruction. I had feared that you had been the one that had been taken."

"How kind!" Dusk snapped still very much on edge. "Who did this?! Who has come into _MY_ home and taken _MY_ Nocturne?!"

"I think I may hazard a guess as to the culprit." Melplino said picking up an Observant Guard helmet. Dusk snatched it from him. His eyes blazed.

"So the eyeballs have dared to act have they? They have gone too far. I will show them what happens when they take what is mine!" He said crushing the helmet in his hands. He made to fly off but was stopped by a hand on his shoulder. He jerked away from the contact.

"Are you trying to stop me?!" The dream ghost snarled. The other ghost didn't even flinch. He simply smiled calmly.

"Not at all. There's nothing I enjoy more than a blood bath. But I think it would be unwise to face them head on. The observatory is heavily guarded and they will know you are coming. That is why they took your apprentice to lure you out."

"You're saying I should leave him to rot!?"

"Of course not, my darling. I am merely suggesting a more patient approach. A plan that will not only rescue you're apprentice but will teach them not to meddle in your affairs…permanently."

"You're talking about your sphere?"

Melplino nodded.

"Think about it. With my sphere I can get back to full power and storm the Observatory. I know where it is being kept but I need your help to get it. Once we have it not only will we get your apprentice back but we shall rule over the Ghost Zone, together."

"Why should I trust you?" The dream ghost asked.

"Why not? We are both creatures of evil and darkness, we both have a lust for power, and we both have a personal grudge against those one eyed vermin. We were made for each other don't you think?"

Dusk was silent for a few moments, thinking.

"If you got this sphere, then you could get Nocturne back." He finally asked.

Melplino nodded.

"I nearly defeated them once. It was only due to the interference of another ghost, who is long since gone, that it was taken from me. Once I get it back I will be unstoppable. But we will have to be patient."

"There's one flaw in your plan." Dusk pointed out.

"And what would that flaw be?" Melplino smoothly asked.

"The timekeeper."

"What about him?"

"Knows all? See's all? Past present AND future. He'll see us coming a mile away." Dusk said.

"Ah, you don't have to worry about that. I'm immune to his sight." Melplino said casually as if it was nothing.

"That's impossible." Dusk said.

"Oh but it is. The timekeeper and I were created almost at the same time. Before time even existed. As a result I can hide from his sight. Just as he can hide from the Observants and vise versa."

"The timekeeper is immune from the Observants?" Dusk asked curiously.

"Indeed."

Dusk was slightly impressed. It explained how Clockwise had been able to spend the night with Dusk without any fear of repercussions. Dusk had been expecting the Observants to show up at his doorstep any day complaining about how he had sullied their timekeeper. He would have to remember that information for the future.

Dusk cut off those thoughts. No! There was no future. Not with the Timekeeper. All that night had been was one mistake. Clockwise was on the side of the Observants. Which meant that he was also responsible for Nocturne being taken.

The more Dusk though about it the more furious he became at the timekeeper. It was the same as if the timekeeper had been the one to take Nocturne. Clockwise's betrayal was far more unforgivable because the Timekeeper had helped him recover Nocturne once before and knew how precious his apprentice was to him.

How could he have been so blind to show his one weakness to his enemy? To let his apprentice become companions to his enemies apprentice. Dusk had become soft. He had trusted and shown weakness and it had been exploited. Well he would make them all pay. Clockwise, the Observants, and even Clockwork if he had to. The Observants thought he was a danger to the Ghost Zone. Fine. He would show them just how much a danger he could be. He was going to bring Hell down upon their heads.

He looked up at Melplino who was watching him carefully.

"Where is your sphere being kept?"

Melplino smiled.

The actions starting to pick up a bit. Noccy's got some moves there, am I right?  
Next chapter should be up in a bit.


End file.
